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^*

BLACK CONRAD M

(Last)

(First)

(Middle)

10 TORONTO STREET

(Street)

TORONTO, ONTARIO, CANADA

M5C 2B7

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOLLINGER INTERNATIONAL INC [ HLR ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2004

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

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

	Form filed by One Reporting Person
X	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)

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)
Series II Preference Shares of Hollinger Inc.	$0.46⁽¹⁾	03/04/2004		S			735,280	⁽²⁾	⁽³⁾	Class A Common Stock	338,228	$7.19⁽⁴⁾	875,759	D
Series II Preference Shares of Hollinger Inc.	$0.46⁽¹⁾							⁽²⁾	⁽³⁾	Class A Common Stock	0		3,775,990	I	see note⁽⁵⁾

1. Name and Address of Reporting Person^*

BLACK CONRAD M

(Last)

(First)

(Middle)

10 TORONTO STREET

(Street)

TORONTO, ONTARIO, CANADA

M5C 2B7

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BLACK BARBARA AMIEL

(Last)

(First)

(Middle)

C/O HOLLINGER INTERNATIONAL INC

401 NORTH WASBASH AVE

(Street)

CHICAGO

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

1. Each Series II Preference Share of Hollinger Inc. ("Series II Share") is exchangeable for 0.46 share of Class A Common Stock of Hollinger International Inc.

2. Exercisable immediately.

3. Not applicable.

4. Actual price: CAN$9.58 per share.

5. Conrad M. Black ("Lord Black") owns indirectly, via his control of The Ravelston Corporation Limited ("Ravelston") and Ravelston's control of Hollinger Inc. ("HI"), 66,963 Series II Shares held by Ravelston, resulting in a call equivalent position with respect to 30,679 Class A Common Shares of Hollinger International Inc. (Class A Common Shares"). A total of 3,775,990 Series II Shares of HI are outstanding, resulting in a put equivalent position with respect to 1,736,955 Class A Common Shares. Barbara Amiel Black, Lord Black's spouse, disclaims beneficial ownership of all securities held directly or indirectly by Lord Black.

	/s/ Conrad M. Black	03/08/2004
	/s/ Barbara Amiel Black	03/08/2004
	** 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.