SC 13G 1 v237180_sc13g.htm FORM SC13G Unassociated Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13G
(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No.  )*


Susquehanna Bancshares, Inc.

 (Name of Issuer)

Common Stock, par value $2.00 per share

 (Title of Class of Securities)
 
869099101

 (CUSIP Number)
 
October 10, 2011

 Date of Event Which Requires Filing of the Statement


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[   ]    Rule 13d-1(b)
[X]    Rule 13d-1(c)
[   ]    Rule 13d-1(d)
 
*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).
 
 
 

 
 
Cusip No.  869099101
13G
Page 2 of 10 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Advisors LLC
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 
(a) o
(b) o
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
6,824,452 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                           o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.2%1
 
12.
 
TYPE OF REPORTING PERSON
IA; OO; HC
 

1
The percentages reported in this Schedule 13G are based upon 130,067,574 shares of Common Stock outstanding as of July 29, 2011 (according to the Form 10-Q/A filed by the issuer on August 24, 2011).
 
 
 

 
 
Cusip No.  869099101
13G
Page 3 of 10 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Holdings II LP
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 
(a) o
(b) o
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
6,824,452 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                           o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.2%
 
12.
 
TYPE OF REPORTING PERSON
PN; HC

 
 

 
 
Cusip No.  869099101
13G
Page 4 of 10 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Citadel Investment Group II, L.L.C.
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 
(a) o
(b) o
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
6,829,562 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES      
CERTAIN SHARES                           o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3%
 
12.
 
TYPE OF REPORTING PERSON
OO; HC

 
 

 
 
Cusip No.  869099101
13G
Page 5 of 10 Pages
 
 
1.
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Kenneth Griffin
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 
(a) o
(b) o
 
3.
 
SEC USE ONLY
 
 
4.
 
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
 
5.
 
SOLE VOTING POWER
0
 
6.
 
SHARED VOTING POWER
 
6,829,562 shares
 
 
7.
 
SOLE DISPOSITIVE POWER
0
 
8.
 
SHARED DISPOSITIVE POWER
See Row 6 above.
 
9.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
 
10.
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES                           o
 
11.
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.3%
 
12.
 
TYPE OF REPORTING PERSON
IN; HC

 
 

 
 
Cusip No.  869099101
13G
Page 6 of 10 Pages
 
Item1 (a) 
Name of Issuer
 
Susquehanna Bancshares, Inc.

Item 1(b)
Address of Issuer’s Principal Executive Offices
 
 
26 North Cedar Street, Lititz, Pennsylvania  17543-1514
 
Item 2(a)
Name of Person Filing
 
 
This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Holdings II LP (“CH-II”), Citadel Investment Group II, L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CH-II and CIG-II, the “Reporting Persons”) with respect to shares of Common Stock, par value $2.00 per share, of the above-named issuer (and/or options to purchase such shares) owned by Citadel Derivatives Trading Ltd., a Cayman Islands limited company (“CDT”), Citadel Global Equities Master Fund Ltd., a Cayman Islands limited company (“CG”), Surveyor Capital Ltd., a Cayman Islands limited company (“SC”), certain segregated accounts and Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”).
 
 
Citadel Advisors is the portfolio manager for CDT, CG and SC, and the investment manager for certain segregated accounts.  CH-II is the managing member of Citadel Advisors.  Citadel Holdings I LP, a Delaware limited partnership (“CH-I”), is the non-member manager of Citadel Securities.  CIG-II is the general partner of CH-I and CH-II.  Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG-II.
 
 
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
 
Item 2(b)
Address of Principal Business Office
 
 
The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.
 
Item 2(c)
Citizenship
 
 
Each of Citadel Advisors and CIG-II is organized as a limited liability company under the laws of the State of Delaware.  CH-II is organized as a limited partnership under the laws of the State of Delaware.  Mr. Griffin is a U.S. citizen.
 
 
Item 2(d)
Title of Class of Securities
 
 
Common Stock, $2.00 par value

Item 2(e) 
CUSIP Number
 
869099101
 
 
 

 
 
Cusip No.  869099101
13G
Page 7 of 10 Pages
 
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
[__]
Broker or dealer registered under Section 15 of the Exchange Act;
 
 
(b)
[__]
Bank as defined in Section 3(a)(6) of the Exchange Act;
 
 
(c)
[__]
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
 
 
(d)
[__]
Investment company registered under Section 8 of the Investment Company Act;
 
 
(e)
[__]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
 
(f)
[__]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 
 
(g)
[__]
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 
 
(h)
[__]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
 
 
(i)
[__]
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
 
 
(j)
[__]
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
 
Item 4 
Ownership
 
 
A. 
Citadel Advisors LLC

 
(a)
Citadel Advisors may be deemed to beneficially own 6,824,452 shares of Common Stock.
 
 
(b)
The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately 5.2% of the Common Stock outstanding.
 
 
(c) 
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  0
 
 
(ii)
shared power to vote or to direct the vote:  6,824,452
 
 
(iii)
sole power to dispose or to direct the disposition of:  0
 
 
(iv)
shared power to dispose or to direct the disposition of:  6,824,452
 
 
 

 
 
Cusip No.  869099101
13G
Page 8 of 10 Pages
 
 
B. 
Citadel Holdings II LP
 
 
(a)
CH-II may be deemed to beneficially own 6,824,452 shares of Common Stock.
 
 
(b)
The number of shares CH-II may be deemed to beneficially own constitutes approximately 5.2% of the Common Stock outstanding.
 
 
(c) 
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  0
 
 
(ii)
shared power to vote or to direct the vote:  6,824,452
 
 
(iii)
sole power to dispose or to direct the disposition of:  0
 
 
(iv)
shared power to dispose or to direct the disposition of:  6,824,452
 
 
C. 
Citadel Investment Group II, L.L.C.
 
 
(a)
CIG-II may be deemed to beneficially own 6,829,562 shares of Common Stock.
 
 
(b)
The number of shares CIG-II may be deemed to beneficially own constitutes approximately 5.3% of the Common Stock outstanding.
 
 
(c) 
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  0
 
 
(ii)
shared power to vote or to direct the vote:  6,829,562
 
 
(iii)
sole power to dispose or to direct the disposition of:  0
 
 
(iv)
shared power to dispose or to direct the disposition of:  6,829,562
 
 
D. 
Kenneth Griffin
 
 
(a)
Mr. Griffin may be deemed to beneficially own 6,829,562 shares of Common Stock.
 
 
(b)
The number of shares Mr. Griffin may be deemed to beneficially own constitutes approximately 5.3% of the Common Stock outstanding.
 
 
(c) 
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  0
 
 
(ii)
shared power to vote or to direct the vote:  6,829,562
 
 
(iii)
sole power to dispose or to direct the disposition of:  0
 
 
(iv)
shared power to dispose or to direct the disposition of:  6,829,562
 
 
 

 
 
Cusip No.  869099101
13G
Page 9 of 10 Pages
 
Item 5
Ownership of Five Percent or Less of a Class
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

Item 6
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not Applicable

Item 7
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
 
 
See Item 2 above

Item 8
Identification and Classification of Members of the Group
 
 
Not Applicable

Item 9
Notice of Dissolution of Group
 
 
Not Applicable

Item 10
Certification
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 

 
 
Cusip No.  869099101
13G
Page 10 of 10 Pages
 
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 this 14th day of October, 2011.

CITADEL ADVISORS LLC
 
CITADEL HOLDINGS II LP
By:
 
 
By:
 
 
By:
Citadel Holdings II LP,
its Managing Member
 
Citadel Investment Group II, L.L.C.,
its General Partner
 
/s/ John C. Nagel                      
John C. Nagel, Authorized Signatory
 
By:
 
 
By:
Citadel Investment Group II, L.L.C.,
its General Partner
 
/s/ John C. Nagel                      
John C. Nagel, Authorized Signatory
 
CITADEL INVESTMENT GROUP II, L.L.C.
 
KENNETH GRIFFIN
By:
/s/ John C. Nagel                        
John C. Nagel, Authorized Signatory
 
By:
/s/ John C. Nagel                      
John C. Nagel, attorney-in-fact*
 
 

*
John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.