4//SEC Filing
Liberty Acquisition Holdings Corp. 4
Accession 0001209191-10-057247
CIK 0001407539operating
Filed
Nov 28, 7:00 PM ET
Accepted
Nov 29, 9:39 PM ET
Size
18.6 KB
Accession
0001209191-10-057247
Insider Transaction Report
Form 4
TARRAGONA TRUST
Director10% Owner
Transactions
- Disposition to Issuer
Series A Preferred Stock
2010-11-29−25,000→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2010-11-29−11,123,900→ 0 total(indirect: See Footnotes)
Berggruen Holdings, Ltd.
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2010-11-29−11,123,900→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Series A Preferred Stock
2010-11-29−25,000→ 0 total(indirect: See Footnotes)
Berggruen Acquisition Holdings Ltd
DirectorSee Remarks10% Owner
Transactions
- Disposition to Issuer
Common Stock
2010-11-29−11,123,900→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Series A Preferred Stock
2010-11-29−25,000→ 0 total(indirect: See Footnotes)
BERGGRUEN NICOLAS
DirectorPresident & CEO10% Owner
Transactions
- Disposition to Issuer
Series A Preferred Stock
2010-11-29−25,000→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Common Stock
2010-11-29−11,123,900→ 0 total(indirect: See Footnotes)
BERGGRUEN HOLDINGS NORTH AMERICA LTD
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2010-11-29−11,123,900→ 0 total(indirect: See Footnotes) - Disposition to Issuer
Series A Preferred Stock
2010-11-29−25,000→ 0 total(indirect: See Footnotes)
Footnotes (3)
- [F1]On November 29, 2010, the Reporting Persons disposed of 11,123,900 shares of Common Stock (as defined below) and 25,000 shares of Series A Preferred Stock in exchange for cash and/or securities of Promotora de Informaciones, S.A. in a statutory share exchange transaction (the "Prisa Exchange Transaction") which was exempt from Section 16(b) of the Exchange Act (as defined below) 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 section entitled "The Business Combination Agreement - Consideration to be Received in the Business Combination") and is incorporated herein by reference.
- [F2]Berggruen Acquisition Holdings Ltd ("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.
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, 9:39 PM ET
- Size
- 18.6 KB