SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Brener Gabriel (Last) (First) (Middle) 421 N. BEVERLY DRIVE SUITE 300 (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/29/2011	3. Issuer Name and Ticker or Trading Symbol Azteca Acquisition Corp [ AZTAU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) CEO and President	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,775,000(1)(2)	I	See footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	(4)	(4)	Common Stock	4,666,667	$12	I	See footnote(3)

1. Name and Address of Reporting Person* Brener Gabriel (Last) (First) (Middle) 421 N. BEVERLY DRIVE SUITE 300 (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) CEO and President

1. Name and Address of Reporting Person* Azteca Acquisition Holdings, LLC (Last) (First) (Middle) 421 N. BEVERLY DRIVE SUITE 300 (Street) BEVERLY HILLS CA 90210 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 362,250 shares of common stock are subject to forfeiture in the event the underwriters of the initial public offering ("IPO") of the Issuer's securities do not exercise in full their over-allotment option. Also includes (1) 365,909 shares of common stock (or 420,795 shares of common stock if the underwriters' over-allotment option is exercised in full) subject to forfeiture in the event the last sales price of the Issuer's common stock does not equal or exceed $15.00 per stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 36 months following the closing of the Issuer's initial business combination ("Business Combination"), as described in Issuer's IPO prospectus and (continue on footnote 2)

2. 344,385 shares of common stock (or 396,043 shares of common stock if the underwriters' over-allotment option is exercised in full) subject to forfeiture in the event the last sales price of the Issuer's common stock does not equal or exceed $12.50 per stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 36 months following the closing of the Business Combination.

3. Gabriel Brenner indirectly owns the shares of common stock reported herein through his membership interest in Azteca Acquisition Holdings, LLC.

4. The warrants will become exercisable on the later of 30 days after the completion of the Issuer's Business Combination or 12 months from the closing of its IPO and will expire five years after the completion of its Business Combination or earlier upon redemption or liquidation, as described in its IPO prospectus.

	/s/ Gabriel Brener	06/29/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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