4//SEC Filing
Liberty Acquisition Holdings Corp. 4
Accession 0001209191-10-057219
CIK 0001407539operating
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 8:40 PM ET
Size
20.6 KB
Accession
0001209191-10-057219
Insider Transaction Report
Form 4
TARRAGONA TRUST
Director10% Owner
Transactions
- 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) - 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)
BERGGRUEN HOLDINGS NORTH AMERICA LTD
Director10% Owner
Transactions
- 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) - Disposition to Issuer
Common Stock
2010-11-29−1,648,000→ 11,123,900 total(indirect: See Footnotes)
Berggruen Holdings, Ltd.
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
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)
Berggruen Acquisition Holdings Ltd
DirectorSee Remarks10% 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
2010-11-29−6,385,950→ 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)
BERGGRUEN NICOLAS
DirectorPresident & CEO10% 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 Berggruen Acquisition Holdings Ltd. ("Berggruen Acquisition"), Berggruen Acquisition 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]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.
- [F5]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.
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, 8:40 PM ET
- Size
- 20.6 KB