Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SCHWARTE DAVID A
   2. Issuer Name and Ticker or Trading Symbol
SABRE HOLDINGS CORP [TSG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & General Counsel
(Last)
(First)
(Middle)
3150 SABRE DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
03/30/2007
(Street)

SOUTHLAKE, TX 76092		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (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
Class A Common Stock 03/30/2007   D(1)   55,714 D $ 32.75 35,974.0785 (2) D  
Class A Common Stock 03/30/2007   D(3)   3,724.0785 D $ 32.75 32,250 (4) D  
Class A Common Stock 03/30/2007   D(5)   32,250 D $ 32.75 0 D  

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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 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
Employee Stock Options (Right to Buy) $ 18.43 03/30/2007   D     30,000   (6) 01/14/2013 Class A Common Stock 30,000 $ 32.75 (7) 0 D  
Employee Stock Options (Right to Buy) $ 22.09 03/30/2007   D     15,000   (8) 01/20/2014 Class A Common Stock 15,000 $ 32.75 (9) 0 D  
Employee Stock Options (Right to Buy) $ 20.92 03/30/2007   D     11,960   (8) 02/07/2015 Class A Common Stock 11,960 $ 32.75 (9) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCHWARTE DAVID A
3150 SABRE DRIVE
SOUTHLAKE, TX 76092		       EVP & General Counsel  

Signatures

 David A. Schwarte by James F. Brashear, attorney-in-fact   04/03/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Consists of Reporting Person's holdings of Class A Common Stock which were converted into the right to receive $32.75 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc.
(2) Includes 32,250 restricted shares and 3,724.0785 shares purchased through the Sabre Holdings Corporation Employee Stock Purchase Plan.
(3) Includes Reporting Person's shares purchased through the Sabre Holdings Corporation Employee Stock Purchase Plan which were converted into the right to receive $32.75 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc.
(4) Includes 32,250 restricted shares.
(5) Includes Reporting Person's restricted stock units which were accelerated and converted into the right to receive $32.75 per share in cash or equity, as applicable, on the Transaction Date under the terms of the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc.
(6) These options became fully vested on January 14, 2007.
(7) Reporting Person's options were canceled in accordance with the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc. Award granted under issuer's Amended and Restated 1996 Long-Term Incentive Plan. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash in an amount equal to the excess (if any) of $32.75 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.
(8) The option vests twenty-five percent one year from date of grant with the remainder vesting 6.25% per quarter over the next 36 months.
(9) Reporting Persons's options were accelerated and canceled in accordance with the Merger Agreement dated December 12, 2006, by and among Issuer and Sovereign Holdings, Inc. and Sovereign Merger Sub, Inc. Award granted under issuer's Amended and Restated 1996 Long-Term Incentive Plan. In accordance with the Merger Agreement, this option was cancelled and converted into the right to receive cash in an amount equal to the excess (if any) of $32.75 per share over the exercise price per share of the option, multiplied by the number of shares subject to the option.

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