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Filing Details

Accession Number:: 0001144204-12-067406
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-11 16:08:30
Reporting Period:: 2012-12-07

Filing Date:: 2012-12-11
Accepted Time:: 2012-12-11 16:08:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1518749	Azteca Acquisition Corp	AZTA	Blank Checks (6770)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1524158	Gabriel Brener	421 N. Beverly Drive Suite 300 Beverly Hills CA 90210	Ceo And President	Yes	Yes	Yes	No
1524213	Azteca Acquisition Holdings, Llc	421 N. Beverly Drive Suite 300 Beverly Hills CA 90210		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-12-07	320,000	$0.00	2,080,000	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Common Stock Warrants	Disposition	2012-12-07	622,222	$0.00	622,222	$12.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,044,445			No	4	S	Indirect

Footnotes

Azteca Acquisition Holdings, LLC and Brener International Group, LLC sold an aggregate of 320,000 shares of common stock (which were issued prior to the Issuer's initial public offering ('IPO")) and 622,222 warrants to purchase 622,222 shares of common stock of the Issuer (which were issued in a private placement simultaneously with closing of the IPO), respectively, to Mr. Juan Pablo Alban and Clive A. Fleissig for an aggregate purchase price of $2.00 and $2.00, respectively, pursuant to a Securities Purchase Agreement by and among Azteca Acquisition Holdings, LLC, Brener International Group, LLC and Juan Pablo Alban dated December 7, 2012 and a Securities Purchase Agreement by and among Azteca Acquisition Holdings, LLC, Brener International Group, LLC and Clive A. Fleissig dated December 7, 2012.
639,294 shares of common stock of the Issuer beneficially owned by the reporting persons are subject to forfeiture as follows: (1) 329,348 shares of common stock are subject to forfeiture in the event the last sales price of the Issuer's shares of common stock do not equal or exceed $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 36 months following the closing of the Issuer's initial business combination ("Business Combination") as described in the Issuer's prospectus ("IPO Prospectus") relating to its IPO and (continued on footnote 3)
(2) 309,946 shares of common stock are subject to forfeiture in the event the last sales price of the Issuer's shares of common stock does not equal or exceed $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within at least one 30-trading day period within 36 months following the closing of the Issuer's Business Combination.
This report is filed jointly by Gabriel Brener and Azteca Acquisition Holdings, LLC. The reported securities are owned directly by Azteca Acquisition Holdings, LLC and indirectly by Gabriel Brener through his membership interest in Azteca Acquisition Holdings, LLC. Gabriel Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
The warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer's Business Combination or (ii) 12 months from the closing of its IPO and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as described in the IPO prospectus.
The securities are held directly by Brener International Group, LLC and indirectly by Gabriel Brener. Gabriel Brener has a pecuniary interest in 10% of the warrants held by Brener International Group, LLC and is one of the beneficiaries of a trust that has a 90% pecuniary interest in Brener International Group, LLC. Mr. Brener disclaims ownership of the reported securities except to the extent of his pecuniary interest.