Sec Form 4 Filing - Brener Gabriel @ Azteca Acquisition Corp - 2012-12-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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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1. Name and Address of Reporting Person Brener Gabriel 2. Issuer Name and Ticker or Trading Symbol Azteca Acquisition Corp [ AZTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 421 N. BEVERLY DRIVE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2012 (Street) BEVERLY HILLS, CA90210 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/07/2012 S 320,000 D 2,080,000 ( 2 ) ( 3 ) I See footnote ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Common Stock Warrants $ 12 12/07/2012 S 622,222 ( 5 ) ( 5 ) Common Stock 622,222 ( 1 ) 4,044,445 I See footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brener Gabriel 421 N. BEVERLY DRIVE SUITE 300 BEVERLY HILLS, CA90210 X X CEO and President Azteca Acquisition Holdings, LLC 421 N. BEVERLY DRIVE SUITE 300 BEVERLY HILLS, CA90210 X Signatures /s/ Gabriel Brener 12/11/2012 Signature of Reporting Person Date /s/ Gabriel Brener - AZTECA ACQUISITION HOLDINGS, LLC 12/11/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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) ( 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. ( 4 )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. ( 5 )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. ( 6 )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.

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