| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FGX International Holdings LTD [ FGXI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares, no par value | 10/29/2007 | S | 1,800,000(1)(2) | D | $16 | 7,287,287 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares of the Issuer listed in Table I above were sold by Berggruen Holdings North America Ltd., a British Virgin Islands ("BVI") business company ("BHNA"). The beneficial ownership of these shares is also attributable to the other reporting persons jointly filing this Form 4: Tarragona Trust, a BVI Trust ("Tarragona"), Medici I Investments Corp., a BVI company ("Medici"), Berggruen Holdings, Ltd., a BVI business company ("Berggruen Holdings") and Nicolas Berggruen. |
| 2. BHNA is a direct wholly-owned subsidiary of Medici, which is a direct, wholly-owned subsidiary of Berggruen Holdings. All of the shares of Berggruen Holdings are owned by Tarragona Trust. The trustee of Tarragona is Maitland Trustees Limited, a BVI 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 is a director of Berggruen Holdings and may be considered to have beneficial ownership of Berggruen Holdings' interests in the Issuer |
| Remarks: |
| Exhibit 24.1 Limited Power of Attorney, dated June 23, 2006, by Maitland Trustees as Trustees of the Tarragona Trust, incorporated herein by reference to the Form 3 filed by the Reporting Persons with respect to the Issuer on October 24, 2007. Exhibit 24.2 Limited Power of Attorney, dated October 23, 2007, by Nicolas Berggruen, incorporated herein by reference to the Form 3 filed by the Reporting Persons with respect to the Issuer on October 24, 2007. Exhibit 99.1 Joint Filing Agreement, dated October 29, 2007, by and among the Reporting Persons. |
| /s/ Jared S. Bluestein, Title: Director of Berggruen Holdings North America Ltd | 10/29/2007 | |
| /s/ Jared S. Bluestein as attorney-in-fact for Nicholas Berggruen | 10/29/2007 | |
| /s/ Jared S. Bluestein, Title: Director | 10/29/2007 | |
| /s/ Jared S. Bluestein, Title: Director | 10/29/2007 | |
| By: Maitland Trustees Limited as Trustees, /s/ Jared S. Bluestein, Title: Authorized Signatory | 10/29/2007 | |
| ** 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. | ||