SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KLEIN THOMAS

(Last)

(First)

(Middle)

3150 SABRE DRIVE

(Street)

SOUTHLAKE

76092

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SABRE HOLDINGS CORP [ TSG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Pres. STN & AS

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/30/2007		D⁽¹⁾		50,036.2039	D	$32.75	67,459.9552⁽²⁾	D
Class A Common Stock	03/30/2007		D⁽³⁾		371.9552	D	$32.75	67,088⁽⁴⁾	D
Class A Common Stock	03/30/2007		D⁽⁵⁾		67,088	D	$32.75	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$22.67	03/30/2007		D			364	⁽⁶⁾	05/01/2007	Class A Common Stock	364	$32.75⁽⁸⁾	0	D
Employee Stock Options (Right to Buy)	$31.48	03/30/2007		D			2,704	⁽⁷⁾	03/23/2008	Class A Common Stock	2,704	$32.75⁽⁸⁾	0	D
Employee Stock Options (Right to Buy)	$24.09	03/30/2007		D			8,000	⁽⁹⁾	07/18/2010	Class A Common Stock	8,000	$32.75⁽⁸⁾	0	D
Employee Stock Options (Right to Buy)	$18.43	03/30/2007		D			15,000	⁽¹⁰⁾	01/14/2013	Class A Common Stock	15,000	$32.75⁽⁸⁾	0	D
Employee Stock Options (Right to Buy)	$22.09	03/30/2007		D			15,000	⁽¹¹⁾	01/20/2014	Class A Common Stock	15,000	$32.75⁽¹²⁾	0	D
Employee Stock Options (Right to Buy)	$20.92	03/30/2007		D			18,400	⁽¹¹⁾	02/07/2015	Class A Common Stock	18,400	$32.75⁽¹²⁾	0	D

Explanation of Responses:

1. Consists of Reporting Person's holdings of Class A Common Stock which were converted into the right to receive $32.75 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc.

2. Includes 67,088 restricted shares and 371.9552 shares purchased through the Sabre Holdings Corporation Employee Stock Purchase Plan.

3. Includes Reporting Person's shares purchased through the Sabre Holdings Corporation Employee Stock Purchase Plan which were converted into the right to receive $32.75 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc.

4. Includes 67,088 restricted shares.

5. Includes Reporting Person's restricted stock units which were accelerated and converted into the right to receive $32.75 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc.

6. These options became fully vested on May 1, 2002.

7. These options became fully vested on May 23, 2003.

8. Reporting Person's options were canceled in accordance with the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc. Award granted under issuer's Amended and Restated 1996 Long-Term Incentive Plan. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash in an amount equal to the excess (if any) of $32.75 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.

9. These options became fully vested on July 18, 2005.

10. These options became fully vested on January 14, 2007.

11. The option vests twenty-five percent one year from date of grant with the remainder vesting 6.25% per quarter over the next 36 months.

12. Reporting Persons's options were accelerated and canceled in accordance with the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc. Award granted under issuer's Amended and Restated 1996 Long-Term Incentive Plan. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash in an amount equal to the excess (if any) of $32.75 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.

Remarks:

	Thomas Klein by James F. Brashear, attorney-in-fact	04/03/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.