Filed by sedaredgar.com - Highfields Capital Management LP

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uu27HX70S31hL9D0UOqztJQ8vOCloxQ5oU1RfzrVVMcZrtS1TSEHsgYJaX2Shna7 Q92NNjQ8AUkVwBstW6LHmg== 0001062993-10-000490.txt : 20100216 0001062993-10-000490.hdr.sgml : 20100215 20100216164813 ACCESSION NUMBER: 0001062993-10-000490 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: HIGHFIELDS ASSOCIATES LLC GROUP MEMBERS: HIGHFIELDS CAPITAL I LP GROUP MEMBERS: HIGHFIELDS CAPITAL II LP GROUP MEMBERS: HIGHFIELDS CAPITAL III L.P. GROUP MEMBERS: HIGHFIELDS GP LLC GROUP MEMBERS: JONATHON S. JACOBSON GROUP MEMBERS: RICHARD L. GRUBMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6178507500 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN LIBERTY BANCORP CENTRAL INDEX KEY: 0001406251 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 260469120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83392 FILM NUMBER: 10608940 BUSINESS ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212.445.7800 MAIL ADDRESS: STREET 1: 1370 AVENUE OF THE AMERICAS, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: Global Consumer Acquisition Corp. DATE OF NAME CHANGE: 20070710 SC 13G/A 1 sched13ga-western.htm AMENDMENT NO. 2 TO SCHEDULE 13G Filed by sedaredgar.com - Highfields Capital Management LP - Schedule 13G/A

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

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

WESTERN LIBERTY BANCORP
(Name of Issuer)

COMMON STOCK, $0.0001 PAR VALUE
(Title of Class of Securities)

961443108
(CUSIP Number)

DECEMBER 31, 2009
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 961443108

13G/A

Page 2 of 18 Pages


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Highfields Capital Management LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			—0—
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			—0—
		8.	SHARED DISPOSITIVE POWER

			—0—


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No. 961443108

13G/A

Page 3 of 18 Pages


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Highfields GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			—0—
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			—0—
		8.	SHARED DISPOSITIVE POWER

			—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No. 961443108

13G/A

Page 4 of 18 Pages


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Highfields Associates LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			—0—
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			—0—
		8.	SHARED DISPOSITIVE POWER

			—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

CUSIP No. 961443108

13G/A

Page 5 of 18 Pages


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Jonathon S. Jacobson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5.	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			—0—
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			—0—
		8.	SHARED DISPOSITIVE POWER

			—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

CUSIP No. 961443108

13G/A

Page 6 of 18 Pages


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Richard L. Grubman
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5.	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			—0—
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			—0—
		8.	SHARED DISPOSITIVE POWER

			—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

CUSIP No. 961443108

13G/A

Page 7 of 18 Pages


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Highfields Capital I LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			—0—
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			—0—
		8.	SHARED DISPOSITIVE POWER

			—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No. 961443108

13G/A

Page 8 of 18 Pages


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Highfields Capital II LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5.	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			—0—
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			—0—
		8.	SHARED DISPOSITIVE POWER

			—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No. 961443108

13G/A

Page 9 of 18 Pages


1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Highfields Capital III L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) [ ]
	(b) [x]
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5.	SOLE VOTING POWER

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			—0—
		6.	SHARED VOTING POWER

			—0—
		7.	SOLE DISPOSITIVE POWER

			—0—
		8.	SHARED DISPOSITIVE POWER

			—0—

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	—0—
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	(SEE INSTRUCTIONS)


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	0.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

CUSIP No. 961443108

13G/A

Page 10 of 18 Pages

Item 1 (a).	Name of Issuer:

	Western Liberty Bancorp (the “Issuer”)

Item 1 (b).	Address of Issuer’s Principal Executive Offices:

	1370 Avenue of the Americas, 28^thFloor, New York, New York 10019

Item 2 (a).	Name of Person Filing:

	This statement is being filed by the following persons with respect to the shares of common stock (“Common Stock”) of the Issuer previously directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P. (“Highfields III” and, together with Highfields I and Highfields II, the “Funds”):

	(i)	Highfields Capital Management LP, a Delaware limited partnership (“Highfields Capital Management”) and investment manager to each of the Funds;

	(ii)	Highfields GP LLC, a Delaware limited liability company (“Highfields GP”) and the General Partner of Highfields Capital Management;

	(iii)	Highfields Associates LLC, a Delaware limited liability company (“Highfields Associates”) and the General Partner of the Funds;

	(iv)	Jonathon S. Jacobson, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates;

	(v)	Richard L. Grubman, a Managing Member of Highfields GP and a Senior Managing Member of Highfields Associates;

	(vi)	Highfields I, a Delaware limited partnership;

	(vii)	Highfields II, a Delaware limited partnership; and

	(viii)	Highfields III, an exempted limited partnership organized under the laws of the Cayman Islands.

	Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Mr. Grubman, Highfields I, Highfields II and Highfields III are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2 (b).	Address of Principal Business Office or, if None, Residence:

	Address for Highfields Capital Management, Highfields GP, Highfields Associates,
	Mr. Jacobson, Mr. Grubman, Highfields I and Highfields II:

	c/o Highfields Capital Management LP
	John Hancock Tower
	200 Clarendon Street, 59th Floor
	Boston, Massachusetts 02116

CUSIP No. 961443108

13G/A

Page 11 of 18 Pages

	Address for Highfields III:

	c/o Goldman Sachs (Cayman) Trust, Limited
	Suite 3307, Gardenia Court
	45 Market Street, Camana Bay
	P.O. Box 896
	Grand Cayman KY1-1103
	Cayman Islands

Item 2 (c).	Citizenship:

	Highfields Capital Management – Delaware
	Highfields GP – Delaware
	Highfields Associates – Delaware
	Jonathon S. Jacobson – United States
	Richard L. Grubman – United States
	Highfields I – Delaware
	Highfields II – Delaware
	Highfields III – Cayman Islands

Item 2 (d).	Title of Class of Securities:

	Common Stock, $0.0001 par value

Item 2 (e).	CUSIP Number:

	961443108

Item 3.	Not applicable.

CUSIP No. 961443108

13G/A

Page 12 of 18 Pages

Item 4.	Ownership.

	For Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson and Mr. Grubman:

	(a)	Amount beneficially owned: —0— shares of Common Stock

	(b)	Percent of class: 0.0 %

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: —0—

		(ii)	Shared power to vote or to direct the vote: —0—

		(iii)	Sole power to dispose or to direct the disposition of: —0—

		(iv)	Shared power to dispose or to direct the disposition of: —0—

	For Highfields I:

	(a)	Amount beneficially owned: —0— shares of Common Stock

	(b)	Percent of class: 0.0 %

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: —0—

		(ii)	Shared power to vote or to direct the vote: —0—

		(iii)	Sole power to dispose or to direct the disposition of: —0—

		(iv)	Shared power to dispose or to direct the disposition of: —0—

	For Highfields II:

	(a)	Amount beneficially owned: —0— shares of Common Stock

	(b)	Percent of class: 0.0 %

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: —0—

CUSIP No. 961443108

13G/A

Page 13 of 18 Pages

		(ii)	Shared power to vote or to direct the vote: —0—

		(iii)	Sole power to dispose or to direct the disposition of: —0—

		(iv)	Shared power to dispose or to direct the disposition of: —0—

For Highfields III:

	(a)	Amount beneficially owned: —0— shares of Common Stock

	(b)	Percent of class: 0.0 %

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote: —0—

		(ii)	Shared power to vote or to direct the vote: —0—

		(iii)	Sole power to dispose or to direct the disposition of: —0—

		(iv)	Shared power to dispose or to direct the disposition of: —0—

CUSIP No. 961443108

13G/A

Page 14 of 18 Pages

Item 5.	Ownership of Five Percent or Less of a Class.

	Yes.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	See Exhibit 1 attached hereto.

	Each Reporting Person disclaims beneficial ownership of the shares of Common Stock previously beneficially owned by the other Reporting Persons.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 961443108	13G/A	Page 15 of 18 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 16, 2010

Date

HIGHFIELDS CAPITAL MANAGEMENT LP

By: Highfields GP LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS GP LLC

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS ASSOCIATES LLC

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

JONATHON S. JACOBSON

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

CUSIP No. 961443108

13G/A

Page 16 of 18 Pages

RICHARD L. GRUBMAN

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS CAPITAL I LP

By: Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS CAPITAL II LP

By: Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

HIGHFIELDS CAPITAL III L.P.

By: Highfields Associates LLC, its General Partner

/s/ Joseph F. Mazzella

Signature

Joseph F. Mazzella, Authorized Signatory

Name/Title

CUSIP No. 961443108

13G/A

Page 17 of 18 Pages

EXHIBIT INDEX

Exhibit 1.

List of Members of Group.

CUSIP No. 961443108

13G/A

Page 18 of 18 Pages

Exhibit 1

MEMBERS OF GROUP

Highfields Capital Management LP
Highfields GP LLC
Highfields Associates LLC
Jonathon S. Jacobson
Richard L. Grubman
Highfields Capital I LP
Highfields Capital II LP
Highfields Capital III L.P.

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