Promotora de Informaciones (PRS-MM) SC 13D PROMOTORA DE INFORMACIONES / Marlin Equities II ownership change

Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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

Promotora de Informaciones, S.A.

(Name of Issuer)

Class A ordinary shares, par value €0.10 per share
American Depositary Shares, each representing four (4) Class A ordinary shares, par value
€0.10 per share evidenced by American Depositary Receipts

(Title of Class of Securities)

E82880126 (Ordinary Shares)
74343G204 (American Depositary Shares)

(CUSIP Number)

Marlin Equities II, LLC
555 Theodore Fremd Avenue, Suite B-302
Rye, New York 10580
Attn: Martin E. Franklin
(914) 967-9400

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

November 29, 2010

(Date of Event Which Requires Filing of this Statement)

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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following boxo.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

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).

SCHEDULE 13D

CUSIP No. E82880126    74343G204 Page 2  of  8 Pages 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marlin Equities II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			50,158,260*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			50,158,260*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,158,260*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.5%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

*    See Item 5.

SCHEDULE 13D

CUSIP No. E82880126    74343G204  Page 3  of  8 Pages 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martin Franklin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United Kingdom
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			50,158,260*
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			50,158,260*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	50,158,260*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.5%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

*    See Item 5.

Item 1. Security and Issuer.

     This Statement on Schedule 13D (this “Statement”) relates to the Class A Ordinary Shares (the “Class A Shares”) of Promotora de Informaciones, S.A., a Spanish sociedad anónima (the “Issuer”), including shares represented by the Issuer’s American Depositary Shares (the “ADSs”). The principal executive offices of the Issuer are located at Gran Vía, 32, 28013 Madrid, Spain.

Item 2. Identity and Background.

     (a) This Statement is being filed by Marlin Equities II, LLC, a Delaware limited liability company (“Marlin”) and Martin E. Franklin (“Franklin”, and together with Marlin, collectively referred to as the “Reporting Persons”). Marlin is a private investment vehicle of Mr. Franklin, who is the managing member of Marlin.

     (b) The business address of each of the Reporting Persons is 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580.

     (c) The present principal business of Marlin is that of a private investment fund, engaged in the purchase and sale of securities for investment for its own account. Mr. Franklin directs the activities of Marlin and other affiliated private investment vehicles.

     (d) None of the Reporting Persons has, during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e) None of the Reporting Persons was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     (f) Marlin is organized under the laws of the State of Delaware. Mr. Franklin is a citizen of the United Kingdom.

Item 3. Source and Amount of Funds or Other Consideration.

     The Reporting Persons are all affiliated with Marlin, a private investment fund, engaged in the purchase and sale of securities for investment for its own account. The source of funds is investment capital of Marlin.

     The information set forth in Item 4 of this Statement is hereby incorporated herein by reference.

Item 4. Purpose of Transaction.

     Liberty Acquisition Holdings Corp. (“Liberty”) was formed as a blank check company on June 27, 2007 to acquire an operating business or businesses through a merger, stock exchange,

asset acquisition, reorganization or similar business combination. On August 4, 2010, Liberty entered into an Amended and Restated Business Combination Agreement among Liberty, Liberty Acquisition Holdings Virginia, Inc., a wholly-owned subsidiary of Liberty (“Liberty Virginia”), and the Issuer (as amended, the “Business Combination Agreement”).

     Upon consummation of the transactions contemplated by the Business Combination Agreement, (i) Liberty merged with and into Liberty Virginia with Liberty Virginia surviving the merger and (ii) Liberty Virginia effected a statutory share exchange with the Issuer (the “Share Exchange”) as a result of which, among other things, Liberty Virginia became a wholly-owned subsidiary of the Issuer and each then outstanding share of Liberty Virginia capital stock was exchanged for cash or a combination of cash, Class A Shares and Class B convertible non-voting shares of the Issuer (the “Class B Shares”).

     Immediately prior to the consummation of the transactions contemplated by the Business Combination Agreement, Marlin owned 11,123,900 shares of Liberty common stock and 25,000 shares of Liberty Series A preferred stock. Upon consummation of the transactions contemplated by the Business Combination Agreement, Marlin received 16,719,420 Class A Shares and 33,438,840 Class B Shares in exchange for those securities.

     Certain of the Issuer’s Class A Shares and Class B Shares are represented by the Issuer’s American Depositary Shares, or ADSs, with each ADS-A representing four Class A Shares and each ADS-NV representing four Class B Shares. Under the Issuer’s bylaws, holders of the Class A Shares are entitled to one vote per share on all matters to be voted upon by shareholders and holders of the Class B Shares do not have voting rights. Each Class B Share is convertible at any time at the option of the holder into one Class A Share.

     Subject to the terms and conditions set forth in the related deposit agreement, the ADSs may be withdrawn from the U.S. depositary and converted into the underlying Class A Shares and Class B Shares at any time. Following such withdrawal and conversion, the Class A Shares and Class B Shares may be subsequently converted back into ADSs and redeposited into the U.S. depositary. As of the date of this Statement, all of the Class A Shares and Class B Shares beneficially owned by the Reporting Persons are represented by ADSs. The Reporting Persons are currently evaluating, however, whether to convert some or all of the ADSs into the underlying Class A Shares and/or Class B Shares, as applicable, and may do so at any time or from time to time (and at any time thereafter may convert some or all of such Class A Shares and/or Class B Shares back into ADSs).

     On November 27, 2010, Mr. Franklin became a director of the Issuer.

     The Reporting Persons intend to review their investment on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise, (c) to enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its positions in the securities of the Issuer or (d) to take any

other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. Except as set forth herein (and after giving effect to the Business Combination), the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

     The information set forth in Item 3 of this Statement is hereby incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

(a) - (b) As of the date hereof, the Reporting Persons beneficially own and have shared power to vote or to direct the vote and shared power to dispose or to direct the disposition of an aggregate of 50,158,260 shares (consisting of 16,719,420 Class A Shares and 33,438,840 Class B Shares that are convertible at any time at the option of the holder into a like number of Class A Shares), representing 10.5% of all outstanding Class A Shares (assuming the conversion of the 33,438,840 Class B Shares beneficially owned by the Reporting Persons, but without including any Class B Shares held by any other persons). The information set forth in Item 4 of this Statement is hereby incorporated herein by reference.

(c) The information set forth in Item 4 of this Statement is hereby incorporated herein by reference.

(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class A Shares of the Issuer reported by this Statement.

(e) Inapplicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     Marlin has committed, subject to certain exceptions, that it will not, without the prior written consent of Liberty Virginia, sell, assign, transfer, pledge or otherwise dispose any of its Issuer securities received in the business combination in exchange for its Liberty common stock owned prior to Liberty’s initial public offering, until November 30, 2011.

     The information set forth in Items 3 and 4 of this Statement is hereby incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits.

Exhibit A-	Joint Filing Agreement among the Reporting Persons, dated December 9, 2010.
Exhibit B-	Form of Founder Post-Closing Lock-Up Letter Agreement (incorporated by reference to Exhibit 99.20 to the Issuer’s Registration Statement on Form F-4/A filed on October 13, 2010).
Exhibit C-	Amended and Restated Business Combination Agreement, dated as of August 4, 2010, among the Issuer, Liberty and Liberty Virginia (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Liberty on August 9, 2010).
Exhibit D -	Amendment No. 1 to Amended and Restated Business Combination Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Liberty on August 16, 2010).

SIGNATURE

     After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 9, 2010	Marlin Equities II, LLC
	By: Name:	/S/ MARTIN E. FRANKLINMartin E. Franklin
	Title:	Managing Member
	/S/ MARTIN E. FRANKLIN
	Martin E. Franklin