4//SEC Filing
GUENTHER PAUL B 4
Accession 0001209191-10-057236
CIK 0001407539other
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 9:16 PM ET
Size
15.5 KB
Accession
0001209191-10-057236
Insider Transaction Report
Form 4
GUENTHER PAUL B
Director
Transactions
- Disposition to Issuer
Common Stock
2010-11-29−110,400→ 0 total - Disposition to Issuer
Warrant to Purchase Common Stock
2010-11-29−55,200→ 0 totalExercise: $5.50Exp: 2013-12-12→ Common Stock (55,200 underlying) - Award
Warrant to Purchase Common Stock
2010-11-29+55,200→ 0 totalExercise: $5.50Exp: 2013-12-12→ Common Stock (55,200 underlying) - Disposition to Issuer
Warrant to Purchase Common Stock
2010-11-29−55,200→ 0 totalExercise: $5.50Exp: 2013-12-12→ Common Stock (55,200 underlying)
Footnotes (4)
- [F1]The Warrants (as defined below) were issued as part of a unit that consisted of one share of the Issuer's Common Stock (as defined below) and one half of one warrant to purchase one share of the Issuer's Common Stock.
- [F2]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.
- [F3]On November 29, 2010, the Second Amended and Restated Warrant Agreement, dated December 6, 2007, between the Issuer and Continental Stock Transfer & Trust Company, as warrant agent, was amended (the "Warrant Amendment") to provide that upon the consummation of that certain statutory share exchange transaction, by and between the Issuer and Promotora de Informaciones, S.A. (the "Prisa Exchange Transaction"), each Warrant shall automatically and without any action by the holder thereof, be transferred to Promotora de Informaciones, S.A. in exchange for $0.90 in cash and 0.45 newly created Class A ordinary shares of Promotora de Informaciones, S.A. The transaction described in this Footnote 3 was exempt from Section 16(b) of the Exchange Act (as defined below) pursuant to Rule 16b-3 promulgated thereunder.
- [F4]On November 29, 2010, following the consummation of the transactions contemplated by the Warrant Amendment, the Reporting Person disposed of 110,400 shares of Common Stock and the Warrants in exchange for cash and/or securities of Promotora de Informaciones, S.A. in the Prisa Exchange Transaction which was exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. The foregoing summary of the Prisa Exchange Transaction is qualified in its entirety by the description thereof set forth in the Issuer's Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on October 25, 2010 (including, without limitation, the sections entitled "Proposal to be Considered by the Liberty Warrantholders: The Warrant Amendment Proposal" and "The Business Combination Agreement - Consideration to be Received in the Business Combination") and is incorporated herein by reference.
Documents
Issuer
Liberty Acquisition Holdings Corp.
CIK 0001407539
Entity typeother
Related Parties
1- filerCIK 0001185524
Filing Metadata
- Form type
- 4
- Filed
- Nov 28, 7:00 PM ET
- Accepted
- Nov 29, 9:16 PM ET
- Size
- 15.5 KB