X0202 3/A 2006-10-31 2006-11-13 0 0001370946 Owens Corning OC 0001263972 D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 1 0 1 1 See footnotes 3, 4, and 5. 0001327537 D. E. Shaw Oculus Portfolios, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 1 0 1 1 See footnotes 3, 4, and 5. 0001009268 D. E. SHAW & CO, L.P. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 1 0 1 1 See footnotes 3, 4, and 5. 0001277502 D. E. SHAW & CO, L.L.C. 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 1 0 1 1 See footnotes 3, 4, and 5. 0001023870 SHAW DAVID E 39TH FLOOR, TOWER 45 120 WEST FORTY-FIFTH STREET NEW YORK NY 10036 1 0 1 1 See footnotes 3, 4, and 5. $.01 Par Value Common 19076681 D Series A Warrants 43 2006-10-31 2013-10-31 $.01 Par Value Common 975706 D Series B Warrants 45.25 2006-10-31 2013-10-31 $.01 Par Value Common 312237 D Put Option (obligation to buy) 25 2007-01-05 2007-04-05 $.01 Par Value Common 6447188 D Call Option (right to buy) 37.5 2007-01-05 2008-01-05 $.01 Par Value Common 6447188 D At the time of the initial filing of this Form 3, the reporting owners' holdings were subject to certain contingencies which altered: (i) the number of shares of common stock, $.01 par value per share (the "Common Stock"), (ii) the number of shares of Common Stock underlying the Warrants reported in Table II, and (iii) the Date Exercisable and Expiration Date of the options in the Collar Agreement (as defined in FN 2). These two options were acquired pursuant to a single understanding with the same party (the "Collar Agreement"). The Collar Agreement provides that only one, not both, of these options can be exercised. The shares of Common Stock, of the Issuer to which this form relates are held directly as follows: (i) D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar") holds 14,274,682 shares, and (ii) D. E. Shaw Oculus Portfolios, L.L.C. ("Oculus") holds 4,801,999 shares. The warrants and the Collar Agreement are held directly by Laminar. (Cont'd in FN 4) D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to Laminar and Oculus; D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as managing member of Laminar and Oculus; and Mr. David E. Shaw ("David E. Shaw") (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of more than 10% of the Common Stock of the Issuer for purposes of Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. (Cont'd in FN 5) In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by DESCO LP or DESCO LLC is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 3, except to the extent of any pecuniary interest therein. The reporting persons also may be deemed directors of the Issuer by virtue of DESCO LP employee Marc Sole's service as a member of the Issuer's board of directors. None of Laminar, Oculus, DESCO LP, DESCO LLC, or David E. Shaw serves as a director of the Issuer. D. E. Shaw Laminar Portfolios, L.L.C., By: D. E. Shaw & Co., L.L.C., as managing member, By: Eric Wepsic, Managing Director 2007-04-09 D. E. Shaw Oculus Portfolios, L.L.C., By: D. E. Shaw & Co., L.L.C., as managing member, By: Eric Wepsic, Managing Director 2007-04-09 D. E. Shaw & Co., L.P., By: Eric Wepsic, Managing Director 2007-04-09 D. E. Shaw & Co., L.L.C., By: Eric Wepsic, Managing Director 2007-04-09 David E. Shaw, By: Eric Wepsic, Attorney-in-Fact for David E. Shaw 2007-04-09