| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 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
Freedom Acquisition Holdings, Inc. [ FRH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
08/09/2007 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | ||||||
| Common Stock, $0.001 par value | 08/09/2007 | P | 500,000 | A | $10.5 | 6,423,200 ( 1 ) ( 2 ) ( 3 ) | D | |||
| Common Stock, $0.001 par value | 08/09/2007 | P | 500,000 | A | $10.5 | 6,423,200 ( 1 ) ( 2 ) ( 3 ) | I | By Berggruen Holdings North America Ltd. | ||
| Common Stock, $0.001 par value | 08/10/2007 | P | 1,056,800 | A | $10.49 | 7,480,000 ( 1 ) ( 2 ) ( 3 ) | D | |||
| Common Stock, $0.001 par value | 08/10/2007 | P | 1,056,800 | A | $10.49 | 7,480,000 ( 1 ) ( 2 ) ( 3 ) | I | By Berggruen Holdings North America Ltd. | ||
| Common Stock, $0.001 par value | 08/13/2007 | P | 143,100 | A | $10.48 | 7,623,100 ( 1 ) ( 2 ) ( 3 ) | D | |||
| Common Stock, $0.001 par value | 08/13/2007 | P | 143,100 | A | $10.48 | 7,623,100 ( 1 ) ( 2 ) ( 3 ) | I | By Berggruen Holdings North America Ltd. | ||
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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)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The 1,699,900 shares of the Issuer listed in Table I above were purchased 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: Berggruen Freedom Holdings, Ltd., a BVI business company ("BFH"), Medici I Investments Corp., a BVI company ("Medici"), Berggruen Holdings Ltd., a BVI business company ("Berggruen Holdings") and Nicolas Berggruen. |
| 2. BHNA is the managing and majority shareholder of BFH and 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. 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 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. |
| 3. Includes 5,923,200 shares of the Issuer held indirectly by BHNA through BFH. |
| Remarks: |
| Exhibit List Exhibit 24.1 - Limited Power of Attorney, dated June 23, 2006, by and among the Reporting Persons, incorporated herein by reference to Exhibit C to the Schedule 13G filed by the Reporting Persons with respect to the Issuer on February 12, 2007. Exhibit 24.2 - Limited Power of Attorney, dated August 10, 2007, by Nicolas Berggruen. Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons, dated August 13, 2007. |
| Berggruen Holdings North America Ltd., /S/ Jared S. Bluestein, Title: Director | 08/13/2007 | |
| Berggruen Freedom Holdings, Ltd., /S/ Jared S. Bluestein, Title: Secretary | 08/13/2007 | |
| Medici I Investments Corp., /S/ Jared S. Bluestein, Title: Director | 08/13/2007 | |
| Berggruen Holdings Ltd., /S/ Jared S. Bluestein, Title: Director | 08/13/2007 | |
| Tarragona Trust, By: Maitland Trustees Limited, as Trustee, /S/ Jared S. Bluestein, Title: Authorized Signatory | 08/13/2007 | |
| /S/ Jared S. Bluestein as Attorney-in-Fact for Nicolas Berggruen | 08/13/2007 | |
| ** 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. | ||