4//SEC Filing
Liberty Acquisition Holdings Corp. 4
Accession 0001209191-10-057218
CIK 0001407539operating
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 8:37 PM ET
Size
13.9 KB
Accession
0001209191-10-057218
Insider Transaction Report
Form 4
FRANKLIN MARTIN E
Director10% Owner
Transactions
- Disposition to Issuer
Warrant to Purchase Common Stock
2010-11-29−6,385,950→ 0 total(indirect: See Footnotes)Exercise: $5.50Exp: 2013-12-12→ Common Stock (6,385,950 underlying) - Disposition to Issuer
Warrant to Purchase Common Stock
2010-11-29−6,000,000→ 0 total(indirect: See Footnotes)Exercise: $5.50Exp: 2013-12-12→ Common Stock (6,000,000 underlying) - Disposition to Issuer
Common Stock
2010-11-29−1,648,000→ 11,123,900 total(indirect: See Footnotes)
Marlin Equities II, LLC
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2010-11-29−1,648,000→ 11,123,900 total(indirect: See Footnotes) - Disposition to Issuer
Warrant to Purchase Common Stock
2010-11-29−6,000,000→ 0 total(indirect: See Footnotes)Exercise: $5.50Exp: 2013-12-12→ Common Stock (6,000,000 underlying) - Disposition to Issuer
Warrant to Purchase Common Stock
2010-11-29−6,385,950→ 0 total(indirect: See Footnotes)Exercise: $5.50Exp: 2013-12-12→ Common Stock (6,385,950 underlying)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
Documents
Issuer
Liberty Acquisition Holdings Corp.
CIK 0001407539
Entity typeoperating
IncorporatedVA
Related Parties
1- filerCIK 0001407539
Filing Metadata
- Form type
- 4
- Filed
- Nov 28, 7:00 PM ET
- Accepted
- Nov 29, 8:37 PM ET
- Size
- 13.9 KB