-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I4kNAX7zZ8kU6vuJS1IZN/7c7Erb7oYIbxlyG0H+g2jwNL50KSebI8tMDJ75N1nk 2097iMNKdIxfg5s7WID4dA== 0001144204-09-052657.txt : 20091013 0001144204-09-052657.hdr.sgml : 20091012 20091013161416 ACCESSION NUMBER: 0001144204-09-052657 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091013 DATE AS OF CHANGE: 20091013 GROUP MEMBERS: CITADEL ADVISORS LLC GROUP MEMBERS: CITADEL DERIVATIVES TRADING LTD. GROUP MEMBERS: CITADEL EQUITY FUND LTD. GROUP MEMBERS: CITADEL HOLDINGS I LP GROUP MEMBERS: CITADEL HOLDINGS II LP GROUP MEMBERS: CITADEL INVESTMENT GROUP II, L.L.C. GROUP MEMBERS: CITADEL INVESTMENT GROUP, L.L.C. GROUP MEMBERS: CITADEL SECURITIES LLC GROUP MEMBERS: KENNETH GRIFFIN GROUP MEMBERS: WINGATE CAPITAL LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: E TRADE FINANCIAL CORP CENTRAL INDEX KEY: 0001015780 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 942844166 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50061 FILM NUMBER: 091117017 BUSINESS ADDRESS: STREET 1: 135 E. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 6503316000 MAIL ADDRESS: STREET 1: 135 E. 57TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: E TRADE GROUP INC DATE OF NAME CHANGE: 19960531 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL L P CENTRAL INDEX KEY: 0001027745 IRS NUMBER: 364111741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123952100 MAIL ADDRESS: STREET 1: 131 S. DEARBORN STREET, 32ND FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 SC 13D/A 1 v162612_sc13d-a.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No.    19   )*

E*TRADE Financial Corporation
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

269246104
(CUSIP Number)

John C. Nagel
Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 8, 2009
(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 of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  £

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 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 16 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).
 
 
CUSIP No.  269246104
  
Page 2 of 16 Pages

 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Limited Partnership
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent1
14
TYPE OF REPORTING PERSON
PN, HC
 

 
 
CUSIP No.  269246104
  
Page 3 of 16 Pages

 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Investment Group, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent2
14
TYPE OF REPORTING PERSON
OO, HC




1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Kenneth Griffin
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON £
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent3
14
TYPE OF REPORTING PERSON
IN, HC



 
CUSIP No.  269246104
  
Page 5 of 16 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Equity Fund Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent4
14
TYPE OF REPORTING PERSON
CO


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Securities LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent5
14
TYPE OF REPORTING PERSON
OO, BD



 
 
CUSIP No.  269246104
  
Page 7 of 16 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Derivatives Trading Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent6
14
TYPE OF REPORTING PERSON
CO


 
 
CUSIP No.  269246104
  
Page 8 of 16 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Advisors LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent7
14
TYPE OF REPORTING PERSON
OO, HC

 

 
 
CUSIP No.  269246104
  
Page 9 of 16 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Wingate Capital Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent8
14
TYPE OF REPORTING PERSON
CO


 
 
CUSIP No.  269246104
  
Page 10 of 16 Pages

 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Holdings I LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent9
14
TYPE OF REPORTING PERSON
PN, HC

 

 
 
CUSIP No.  269246104
  
Page 11 of 16 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Holdings II LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent10
14
TYPE OF REPORTING PERSON
PN, HC

 

 
 
CUSIP No.  269246104
  
Page 12 of 16 Pages


1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Investment Group II, L.L.C.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)S
(b)£
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
£
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
185,119,423 shares
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
See Row 8 above.
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
£
See Row 8 above.
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9 percent11
14
TYPE OF REPORTING PERSON
OO, HC

 

 11           See Item 5 below.
 
 
CUSIP No.  269246104
  
Page 13 of 16 Pages

ITEM 1. SECURITY AND ISSUER

This Amendment No. 19 amends the Schedule 13D filed on December 17, 2007 (the "Original Filing") by Citadel Limited Partnership ("CLP"), Citadel Investment Group, L.L.C. ("CIG"), Kenneth Griffin ("Griffin"), Citadel Equity Fund Ltd. ("CEF"), Citadel Securities LLC (f/k/a Citadel Derivatives Group LLC ("CDG")), Citadel Derivatives Trading Ltd. ("CDT"), Wingate Capital Ltd. ("Wingate"), and Citadel AC Investments Ltd. ("CAC") relating to the Common Stock, $0.01 par value, of E*TRADE Financial Corporation, as amended by Amendment No. 1 to Schedule 13D filed on January 18, 2008 ("Amendment No. 1"), Amendment No. 2 to Schedule 13D filed on February 27, 2008 ("Amendment No. 2"), Amendment No. 3 to Schedule 13D filed on March 10, 2008 ("Amendment No. 3"), Amendment No. 4 to Schedule 13D filed on April 1, 2008 ("Amendment No. 4"), Amendment No. 5 to Schedule 13D filed on April 4, 2008 ("Amendment No. 5"), Amendment No. 6 to Schedule 13D filed on May 6, 2008 ("Amendment No. 6"), Amendment No. 7 to Schedule 13D filed on May 14, 2008 ("Amendment No. 7"), Amendment No. 8 to Schedule 13D filed on May 27, 2008 ("Amendment No. 8"), Amendment No. 9 to Schedule 13D filed on June 10, 2009 ("Amendment No. 9"), Amendment No. 10 to Schedule 13D filed on June 22, 2009 (“Amendment No. 10”), Amendment No. 11 to Schedule 13D filed on August 13, 2009 (“Amendment No. 11”), Amendment No. 12 to Schedule 13D filed on August 21, 2009 (“Amendment No. 12”), Amendment No. 13 to Schedule 13D filed on August 31, 2009 (“Amendment No. 13”), Amendment No. 14 to Schedule 13D filed on September 17, 2009 (“Amendment No. 14”), Amendment No. 15 to Schedule 13D filed on September 24, 2009 (“Amendment No. 15”), Amendment No. 16 to Schedule 13D filed on September 30, 2009 (“Amendment No. 16”), Amendment No. 17 to Schedule 13D filed on October 2, 2009 (“Amendment No. 17”) and Amendment No. 18 to Schedule 13D filed on October 7, 2009 (“Amendment No. 18” and, together with the Original Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16 and Amendment No. 17, the "Prior Filing") by CLP, CIG, Griffin, CEF, CDG, CDT, CAC, Citadel Advisors LLC ("Citadel Advisors"), Citadel Holdings I LP ("CH-I"), Citadel Holdings II LP ("CH-II"), and Citadel Investment Group II, L.L.C. ("CIG-II"). Capitalized terms not defined herein shall have the meaning given to them in the Prior Filing.
 
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
 
Item 3 of the Prior Filing is amended by adding the following as the last sentence at the end of the fifteenth paragraph:  “On October 9 and 13, 2009, the Reporting Persons tendered $5,273,000 aggregate face amount of the Class A Debentures for conversion into 5,099,612 shares of Common Stock.  Following these conversions and the sales listed in Item 5(c), the Reporting Persons will hold a total of approximately $821,637,000 face amount of the Class A Debentures and approximately 166,161,618 shares of Common Stock.”
 
 
CUSIP No.  269246104
  
Page 14 of 16 Pages

 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
 
Items 5(a) and (b) of the Prior Filing are amended and restated as follows:
 
(a)
Number of shares:
185,119,423 shares
 
Percentage of shares:
9.9%12
     
 (b)
Sole power to vote or direct the vote:
0
 
Shared power to vote or direct the vote:
185,119,423 shares
 
Sole power to dispose or to direct the disposition:
0
 
Shared power to dispose or direct the disposition:
185,119,423 shares
     
(c)
The table attached hereto as Exhibit 99.37 sets forth a summary of the transactions effected by the Reporting Persons in the shares of Common Stock of the Issuer since the date of Amendment No. 18. Other than the conversion transactions, all of the sale transactions were open market transactions.
   
(d)
No change.
   
(e)
No change.
 
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
 
The following documents are filed as appendices and exhibits (or incorporated by reference herein):
 
Exhibit 99.37
Transaction Listing Required by Item 5(c)
 
 

 12           The percentages reported in this Amendment No. 19 are based upon 1,850,949,756 shares of Common Stock outstanding as of October 13, 2009 (the sum of (a) 1,116,822,680 shares of Common Stock outstanding as of August 25, 2009, plus (b) the issuance of approximately 452,707,871 additional shares of Common Stock upon the conversion of certain Debentures, plus (c) the issuance of 80,226,756 shares pursuant to a public offering by E*TRADE, each as reported to the Reporting Persons by the Issuer on September 23, 2009, plus (d) the 201,192,449 shares of Common Stock issued upon the conversion of Debentures held by CEF as of the filing date for Amendment No. 19); the percentages reported herein also take account of the shares of Common Stock into which the Debentures owned by CEF are presently convertible (subject to the limitations stated in the indenture), as described below. The Reporting Persons own 166,161,618 shares of Common Stock of the Issuer (not counting shares issuable upon conversion of the Debentures) and approximately $821,637,000 face amount of the Class A Debentures.  The Class A Debentures are convertible into Common Stock of the Issuer at the price of $1.034 per share subject to certain limitations upon such conversion.  Pursuant to section 12.01(b)(i) of the indenture for the Debentures, no holder may convert Debentures to the extent that such conversion would cause such holder to “beneficially own, as defined in Rule 13d−3 of the Exchange Act, in excess of 9.9% of the Common Stock outstanding immediately after giving effect to such conversion.”  In light of the number of shares of Common Stock outstanding and the number of shares of Common Stock owned by the Reporting Persons, the Debentures held by CEF are presently convertible into 18,943,405 shares of Common Stock.
 
 
CUSIP No.  269246104
  
Page 15 of 16 Pages

Signature

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated as of this 13th day of October, 2009

CITADEL LIMITED PARTNERSHIP   CITADEL INVESTMENT GROUP, L.L.C.  
       
By:
Citadel Investment Group, L.L.C.,
  
By:
/s/ John C. Nagel
  
 
its General Partner
    
John C. Nagel, Authorized Signatory
  
           
By:
/s/ John C. Nagel
        
 
John C. Nagel, Authorized Signatory
        
           
CITADEL EQUITY FUND LTD.   KENNETH GRIFFIN  
       
By:
Citadel Advisors LLC,
  
By:
/s/ John C. Nagel
 
 
its Portfolio Manager
    
John C. Nagel, attorney-in-fact13
  
           
By:
Citadel Holdings II LP,
        
 
   its managing member
        
           
By:
Citadel Investment Group II, L.L.C.,
        
 
its General Partner
        
           
By:
/s/ John C. Nagel
        
 
John C. Nagel, Authorized Signatory
        
           
CITADEL SECURITIES LLC   CITADEL DERIVATIVES TRADING LTD.  
       
By:
Citadel Advisors LLC,
  
By:
Citadel Advisors LLC,
  
 
its Managing Member
    
its Portfolio Manager
  
           
By:
Citadel Holdings II LP,
  
By:
Citadel Holdings II LP,
  
 
its managing member
    
its managing member
  
           
By:
Citadel Investment Group II, L.L.C.,
  
By:
Citadel Investment Group II, L.L.C.,
  
 
its General Partner
    
its General Partner
  
           
By:
/s/ John C. Nagel
  
By:
/s/ John C. Nagel
  
 
John C. Nagel, Authorized Signatory
    
John C. Nagel, Authorized Signatory
  
           
 
 

 
 
CUSIP No.  269246104
  
Page 16 of 16 Pages
 
 
CITADEL ADVISORS LLC   CITADEL HOLDINGS I LP  
       
By:
Citadel Holdings II LP,
  
By:
Citadel Investment Group II, L.L.C.,
  
 
its managing member
    
its General Partner
  
           
By:
Citadel Investment Group II, L.L.C.,
  
By:
/s/ John C. Nagel
  
 
its General Partner
    
John C. Nagel, Authorized Signatory
  
           
By:
/s/ John C. Nagel
        
 
John C. Nagel, Authorized Signatory
        
           
CITADEL HOLDINGS II LP   CITADEL INVESTMENT GROUP II, L.L.C.  
       
By:
Citadel Investment Group II, L.L.C.,
  
By:
/s/ John C. Nagel
  
 
its General Partner
    
John C. Nagel, Authorized Signatory
  
           
By:
/s/ John C. Nagel
        
 
John C. Nagel, Authorized Signatory
        
           
WINGATE CAPITAL LTD.        
         
By:
Citadel Advisors LLC,
        
 
its Portfolio Manager
        
           
By:
Citadel Holdings II LP,
        
 
its managing member
        
           
By:
Citadel Investment Group II, L.L.C.,
        
 
its General Partner
        
           
By:
/s/ John C. Nagel
        
 
John C. Nagel, Authorized Signatory
        
 
 
 
 EX-99.37 2 v162612_ex99-37.htm
Exhibit 99.37
 

Date
  
Security
  
Transaction Type
  
Price per Share
  
Number of Shares
10/8/2009
  
Common Stock
  
Sale
  
 $1.7200
  
205,257
10/8/2009
  
Common Stock
  
Sale
  
 $1.7100
  
1,926,979
10/8/2009
  
Common Stock
  
Sale
  
 $1.7000
  
1,227,885
10/9/2009
  
Common Stock
  
Acquisition (conversion from Debenture)
  
 $1.0340
  
3,359,767
10/9/2009
  
Common Stock
  
Sale
  
 $1.7100
  
75,086
10/9/2009
  
Common Stock
  
Sale
  
 $1.7000
  
1,603,411
10/9/2009
  
Common Stock
  
Sale
  
 $1.7050
  
5,300
10/9/2009
  
Common Stock
  
Sale
  
 $1.6900
  
45,343
10/9/2009
  
Common Stock
  
Sale
  
 $1.7091
  
6,360
10/9/2009
  
Common Stock
  
Sale
  
 $1.7086
  
3,500
10/9/2009
  
Common Stock
  
Sale
  
 $1.7088
  
900
10/13/2009
  
Common Stock
  
Acquisition (conversion from Debenture)
  
 $1.0340
  
1,739,845

 
 
 
 
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