SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GUENTHER PAUL B

(Last) (First) (Middle)
1114 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Acquisition Holdings Corp. [ LIA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/29/2010 D 110,400 D (4) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock(1) $5.5 11/29/2010 D 55,200(3) (2) 12/12/2013 Common Stock 55,200 (3) 0 D
Warrant to Purchase Common Stock(1) $5.5 11/29/2010 A 55,200(3) (2) 12/12/2013 Common Stock 55,200 (3) 0 D
Warrant to Purchase Common Stock(1) $5.5 11/29/2010 D 55,200(4) (2) 12/12/2013 Common Stock 55,200 (4) 0 D
Explanation of Responses:
1. The Warrants (as defined below) were issued as part of a unit that consisted of one share of the Issuer's Common Stock (as defined below) and one half of one warrant to purchase one share of the Issuer's Common Stock.
2. The Warrants will become exercisable on the later of (i) the consummation of the Issuer's initial business combination with one or more target businesses or (ii) December 6, 2008; provided, in each case, that there is an effective registration statement covering the shares of Common Stock underlying the Warrants.
3. On November 29, 2010, the Second Amended and Restated Warrant Agreement, dated December 6, 2007, between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent, was amended (the "Warrant Amendment") to provide that upon the consummation of that certain statutory share exchange transaction, by and between the Issuer and Promotora de Informaciones, S.A. (the "Prisa Exchange Transaction"), each Warrant shall automatically and without any action by the holder thereof, be transferred to Promotora de Informaciones, S.A. in exchange for $0.90 in cash and 0.45 newly created Class A ordinary shares of Promotora de Informaciones, S.A. The transaction described in this Footnote 3 was exempt from Section 16(b) of the Exchange Act (as defined below) pursuant to Rule 16b-3 promulgated thereunder.
4. On November 29, 2010, following the consummation of the transactions contemplated by the Warrant Amendment, the Reporting Person disposed of 110,400 shares of Common Stock and the Warrants in exchange for cash and/or securities of Promotora de Informaciones, S.A. in the Prisa Exchange Transaction which was exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. The foregoing summary of the Prisa Exchange Transaction is qualified in its entirety by the description thereof set forth in the Issuer's Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on October 25, 2010 (including, without limitation, the sections entitled "Proposal to be Considered by the Liberty Warrantholders: The Warrant Amendment Proposal" and "The Business Combination Agreement - Consideration to be Received in the Business Combination") and is incorporated herein by reference.
Remarks:
On November 29, 2010, Liberty Acquisition Holdings Virginia, Inc., a Virginia corporation ("Liberty Virginia"), became the successor to the Issuer pursuant to a merger (the "Reincorporation Merger"). At the effective time of the Reincorporation Merger, each share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"), then issued and outstanding, other than any shares held in the treasury of the Issuer, converted automatically into one share of Liberty Virginia common stock, and each certificate previously representing shares of the Issuer's Common Stock thereafter represented shares of Liberty Virginia common stock. In addition, at the effective time of the Reincorporation Merger, each share of the Issuer's preferred stock then issued and outstanding, other than any shares held in the treasury of the Issuer, converted automatically into one share of Liberty Virginia preferred stock of the same series, and each certificate previously representing shares of the Issuer's preferred stock thereafter represented shares of Liberty Virginia preferred stock of the same series. Finally, as part of the Reincorporation Merger, each outstanding warrant to purchase shares of the Issuer's Common Stock (the "Warrants") automatically represented a right to purchase one share of Liberty Virginia common stock, on the same terms and conditions as prior to the Reincorporation Merger. The Reincorporation Merger had the effect of changing the Issuer's domicile, but did not alter the proportionate interests of security holders. The acquisition and disposition of securities by the Reporting Person pursuant to the Reincorporation Merger, while not required to be reported on this Form 4, was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rules 16b-3 and 16b-7 promulgated thereunder.
/s / Paul B. Guenther 11/29/2010
** Signature of Reporting Person Date
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