-----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, QJbysEgjxODF7L9pRxB0EqrLKjZsbU9E5WpJb2SB3DgWsL7Y+AOejf5/zwG5/LNF VRskVXHrulh4pmSRa2SnRA== 0000902664-10-003682.txt : 20101203 0000902664-10-003682.hdr.sgml : 20101203 20101203114954 ACCESSION NUMBER: 0000902664-10-003682 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101203 DATE AS OF CHANGE: 20101203 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Acquisition Holdings Virginia, Inc. CENTRAL INDEX KEY: 0001407539 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 260490500 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83446 FILM NUMBER: 101230424 BUSINESS ADDRESS: STREET 1: GRAND VIA, 32 CITY: MADRID STATE: U3 ZIP: 28013 BUSINESS PHONE: 34(91) 330 1000 MAIL ADDRESS: STREET 1: GRAND VIA, 32 CITY: MADRID STATE: U3 ZIP: 28013 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Acquisition Holdings Corp. DATE OF NAME CHANGE: 20070723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Parvus Asset Management (UK) LLP CENTRAL INDEX KEY: 0001502626 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S 2WE BUSINESS PHONE: 44-207-758-4181 MAIL ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S 2WE SC 13D/A 1 p10-1991sc13da.htm LIBERTY ACQUISITION HOLDINGS CORP. p10-1991sc13da.htm

SECURITIES AND EXCHANGE COMMISSION
  
Washington, D.C. 20549
  
_______________
  
   
SCHEDULE 13D/A*
(Amendment No. 1)
(Rule 13d-101)
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
 
Liberty Acquisition Holdings Corp.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
53015Y107
(CUSIP Number)
 
Parvus Asset Management (UK) LLP
7 Clifford Street
London, W1S 2WE
Attention: Angus Milne
 
+44 207 440 2330
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 1, 2010
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)
 
(Page 1 of 6 Pages)
 
--------------------------
The information required on 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.  53015Y107
 
SCHEDULE 13D
Page 2 of 6 Pages



1
NAME OF REPORTING PERSON
Parvus Asset Management (UK) LLP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
-0-
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0%
14
TYPE OF REPORTING PERSON*
IA, PN



 
 
 
CUSIP No.  53015Y107
 
SCHEDULE 13D
Page 3 of 6 Pages



1
NAME OF REPORTING PERSON
Parvus Asset Management (Cayman) Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
-0-
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0%
14
TYPE OF REPORTING PERSON*
OO



 
 
 
CUSIP No.  53015Y107
 
SCHEDULE 13D
Page 4 of 6 Pages



1
NAME OF REPORTING PERSON
Edoardo Mercadante
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨
(b) x
3
SEC USE ONLY
4
SOURCE OF FUNDS*
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
-0-
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0%
14
TYPE OF REPORTING PERSON*
IN




 
 
 
CUSIP No.  53015Y107
 
SCHEDULE 13D
Page 5 of 6 Pages




Item 1.
SECURITY AND ISSUER

This Schedule 13D/A (this “Amendment No. 1”) amends the statement on Schedule 13D filed on October 4, 2010 (the “Original Schedule 13D”, and the Original Schedule 13D as amended hereby, the “Schedule 13D”) relating to the shares of common stock, par value $0.0001 per share (the "Shares"), of Liberty Acquisition Holdings Corp., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.  This Amendment No.1 amends Items 4 and 5 as set forth below.  This Amendment constitutes an “exit” filing with respect to the Schedule 13D by the Reporting Persons.

Item 4.
PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
 
On November 24, 2010 the Issuer announced that its stockholders approved the Proposed Acquisition.  On December 1, 2010, the Reporting Persons received (A) the per share mixed consideration consisting of (i) 1.5 newly created Prisa Class A ordinary shares, (ii) 3.0 newly created Prisa Class B convertible non-voting shares and (iii) $0.50 in cash in exchange for their Shares and (B) the per warrant mixed consideration consisting of (i) cash in the amount of $0.90 and (ii) 0.45 Prisa Class A ordinary shares in exchange for their Warrants.

Item 5.
INTEREST IN SECURITIES OF THE ISSUER.
 
 
(a)
As of the date hereof, (i) PAM UK, as the investment manager of the Funds, (ii) PAM Cayman, as the manager of the Funds, and (iii) Mr. Mercadante, as the managing member of PAM UK and the 80% owner of PAM Cayman, no longer beneficially own any Shares.
     
   
Percentage: Approximately 0% as of the date hereof.
     
 
(b)
1. Sole power to vote or direct vote: 0
   
2. Shared power to vote or direct vote: 0 Shares
   
3. Sole power to dispose or direct the disposition: 0
   
4. Shared power to dispose or direct the disposition:  0 Shares
     
 
(c)
No transactions in the Shares were effected within the last sixty days.
     
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
     
 
(e)
December 1, 2010.

 
 
 
CUSIP No.  53015Y107
 
SCHEDULE 13D
Page 6 of 6 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  December 3, 2010

 
PARVUS ASSET MANAGEMENT (UK) LLP
     
     
 
By:
    
   
Name:  Edoardo Mercadante
   
Title:  Partner
     
     
     
 
PARVUS ASSET MANAGEMENT (CAYMAN) LIMITED
     
     
 
By:
    
   
Name:  Alessandro Baldin
   
Title:  Director
       
     
     
     
 
Name:  Edoardo Mercadante
     



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