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Share Name | Share Symbol | Market | Type |
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Liberty Acquisition Holdings Corp. | AMEX:LIA | AMEX | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
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Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person
*
Berggruen Acquisition Holdings Ltd |
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 __ X __ Officer (give title below) _____ Other (specify below) See Remarks |
1114 AVENUE OF THE AMERICAS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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NEW YORK, NY 10036 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | ||||||
Series A Preferred Stock | 11/9/2010 | A | 25000 | A (1) | $1000 | 25000 | I (2) (3) | See Footnotes (2) (3) |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 |
Explanation of Responses: | |
( 1) | On November 9, 2010, pursuant to the terms of that certain Preferred Stock Purchase Agreement, dated as of August 4, 2010, by and between the Issuer and Berggruen Acquisition Holdings Ltd. ("Berggruen Acquisition"), Berggruen Acquisition purchased from the Issuer 25,000 shares of newly created non-convertible Series A Preferred Stock of the Issuer, par value $0.0001 per share, at a purchase price of $1,000 per share 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) | Berggruen Acquisition is the direct subsidiary of Berggruen Holdings North America Ltd., a British Virgin Islands business company ("BHNA"). BHNA is the managing and majority shareholder of Berggruen Acquisition and the direct, wholly-owned subsidiary of Berggruen Holdings Ltd, a British Virgin Islands business company ("Berggruen Holdings"). All of the shares of Berggruen Holdings are owned by the Nicolas Berggruen Charitable Trust, a British Virgin Islands trust ("NB Charitable Trust"). The trustee of NB Charitable Trust is Maitland Trustees Limited, a British Virgin Islands corporation, acting as an institutional trustee in the ordinary course of business without the purpose or effect of changing or influencing control of the Issuer. Nicolas Berggruen ("Mr. Berggruen") is a director of both the Issuer and Berggruen Acquisition and may be deemed to have beneficial ownership of the shares reported herein held by Berggruen Acquisition. |
( 3) | Mr. Berggruen serves on the Board of Directors of the Issuer as a representative of each of Berggruen Acquisition, BHNA, Berggruen Holdings and NB Charitable Trust and such entities are directors 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. |
Remarks:
President and CEO; Director by deputization Exhibit 24.1 Limited Power of Attorney, dated June 23, 2006, by Maitland Trustees Limited, as Trustee of the NB Charitable Trust (incorporated by reference to Exhibit 24.1 to Form 3 filed by the Reporting Person on December 6, 2007, with respect to the Issuer). Exhibit 24.2 Limited Power of Attorney, dated October 23, 2007, by Nicolas Berggruen (incorporated by reference to Exhibit 24.1 to Form 3 filed by Nicolas Berggruen on December 6, 2007, with respect to the Issuer). |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
Berggruen Acquisition Holdings Ltd
1114 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
X | X | See Remarks |
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BERGGRUEN NICOLAS
9-11 GROSVENOR GARDENS LONDON, X0 SW1W OBD |
X | X | President & CEO |
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Nicolas Berggruen Charitable Trust
1114 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
X | X |
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BERGGRUEN HOLDINGS NORTH AMERICA LTD
1114 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
X | X |
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Berggruen Holdings, Ltd.
1114 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
X | X |
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Signatures
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/s/ Jared Bluestein, Secretary | 11/9/2010 | |
** Signature of Reporting Person |
Date
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/s/ Jared Bluestein, Attorney-in-Fact | 11/9/2010 | |
** Signature of Reporting Person |
Date
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/s/ Jared Bluestein, Attorney-in-Fact | 11/9/2010 | |
** Signature of Reporting Person |
Date
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/s/ Jared Bluestein, Director | 11/9/2010 | |
** Signature of Reporting Person |
Date
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/s/ Jared Bluestein, Director | 11/9/2010 | |
** Signature of Reporting Person |
Date
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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). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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1 Month Liberty Acquisition Holdings Corp. Chart |
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