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*
Marlin Equities II, LLC

(Last) (First) (Middle)
555 THEODORE FREMD AVENUE, SUITE B-302

(Street)
RYE NY 10580

(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 X 10% Owner
Officer (give title below) Other (specify below)
Director by deputization
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)
Form filed by One Reporting Person
X 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 1,648,000 D(1) (1) 11,123,900 I(4)(5) See Footnotes(4)(5)
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 $5.5 11/29/2010 D 6,000,000 (3) 12/12/2013 Common Stock 6,000,000 (1) 0 I(4)(5) See Footnotes(4)(5)
Warrant to Purchase Common Stock(2) $5.5 11/29/2010 D 6,385,950 (3) 12/12/2013 Common Stock 6,385,950 (1) 0 I(4)(5) See Footnotes(4)(5)
1. Name and Address of Reporting Person*
Marlin Equities II, LLC

(Last) (First) (Middle)
555 THEODORE FREMD AVENUE, SUITE B-302

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Director by deputization
1. Name and Address of Reporting Person*
FRANKLIN MARTIN E

(Last) (First) (Middle)
555 THEODORE FREMD AVENUE, SUITE B-302

(Street)
RYE NY 10580

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On November 29, 2010, immediately prior to the merger of the Issuer with and into Liberty Acquisition Holdings Virginia, Inc., pursuant to the terms of that certain Amended and Restated Securities Surrender Agreement, dated as of August 4, 2010, by and between the Issuer and Marlin Equities II, LLC ("Marlin"), Marlin sold to the Issuer (i) two warrants (the "Warrants") exercisable for an aggregate of 12,385,950 shares of common stock, par value $ $0.0001 per share, of the Issuer (the "Common Stock") and (ii) 1,648,000 shares of Common Stock for an aggregate purchase price for such Warrants and shares of Common Stock of $412.50 in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16b-3 promulgated thereunder.
2. These Warrants were issued as part of a unit that consisted of one share of the Issuer's Common Stock and one half of one warrant to purchase one share of the Issuer's Common Stock.
3. 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.
4. Martin E. Franklin ("Mr. Franklin") is a director of the Issuer and the majority owner and managing member of Marlin and may be deemed to have beneficial ownership of the shares reported herein held by Marlin.
5. Mr. Franklin serves on the Board of Directors of the Issuer as a representative of Marlin and Marlin is a director of the Issuer by deputization. The filing of this Form 4 and the inclusion of information herein shall not be considered an admission that any Reporting Person is in fact a member a "group" or that such Reporting Person has any liability or obligation under Section 16(b) of the Exchange Act, in connection with any such "group" or that for purposes of Section 16 of the Exchange Act or any other purpose, such Reporting Person is the beneficial owner of any securities in which such Reporting Person does not have a pecuniary interest. Each Reporting Person expressly disclaims beneficial ownership of the shares reported herein to the fullest extent permitted by applicable law.
/s/ Martin E. Franklin, Managing Member 11/29/2010
/s/ Martin E. Franklin 11/29/2010
** 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 4 (b)(v).
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