Liberty Acquisition Holdings Corp. 4
4 · Liberty Acquisition Holdings Corp. · Filed Nov 10, 2010
Insider Transaction Report
Form 4
Berggruen Acquisition Holdings Ltd
DirectorSee Remarks10% Owner
Transactions
- Award
Series A Preferred Stock
2010-11-09$1000.00/sh+25,000$25,000,000→ 25,000 total(indirect: See Footnotes)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.