SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.

(Last) (First) (Middle)
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2006
3. Issuer Name and Ticker or Trading Symbol
Owens Corning [ OC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See footnotes 3, 4, and 5.
5. If Amendment, Date of Original Filed (Month/Day/Year)
11/13/2006
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
$.01 Par Value Common 19,076,681(1) D(3)(4)(5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Warrants 10/31/2006 10/31/2013 $.01 Par Value Common 975,706(1) $43 D(3)(4)(5)
Series B Warrants 10/31/2006 10/31/2013 $.01 Par Value Common 312,237(1) $45.25 D(3)(4)(5)
Put Option (obligation to buy)(2) 01/05/2007(1) 04/05/2007(1) $.01 Par Value Common 6,447,188 $25 D(3)(4)(5)
Call Option (right to buy)(2) 01/05/2007(1) 01/05/2008(1) $.01 Par Value Common 6,447,188 $37.5 D(3)(4)(5)
1. Name and Address of Reporting Person*
D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.

(Last) (First) (Middle)
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See footnotes 3, 4, and 5.
1. Name and Address of Reporting Person*
D. E. Shaw Oculus Portfolios, L.L.C.

(Last) (First) (Middle)
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See footnotes 3, 4, and 5.
1. Name and Address of Reporting Person*
D. E. SHAW & CO, L.P.

(Last) (First) (Middle)
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See footnotes 3, 4, and 5.
1. Name and Address of Reporting Person*
D. E. SHAW & CO, L.L.C.

(Last) (First) (Middle)
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See footnotes 3, 4, and 5.
1. Name and Address of Reporting Person*
SHAW DAVID E

(Last) (First) (Middle)
39TH FLOOR, TOWER 45
120 WEST FORTY-FIFTH STREET

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See footnotes 3, 4, and 5.
Explanation of Responses:
1. 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).
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.
3. 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)
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)
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 04/09/2007
D. E. Shaw Oculus Portfolios, L.L.C., By: D. E. Shaw & Co., L.L.C., as managing member, By: Eric Wepsic, Managing Director 04/09/2007
D. E. Shaw & Co., L.P., By: Eric Wepsic, Managing Director 04/09/2007
D. E. Shaw & Co., L.L.C., By: Eric Wepsic, Managing Director 04/09/2007
David E. Shaw, By: Eric Wepsic, Attorney-in-Fact for David E. Shaw 04/09/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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