-----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, P1QkM7xTSJlsslsXW6Hxfto58B0o1uhHMUK3tPfUxhavc2H0M1BRUAswhb55Tq1p IB+2tDffY4BK/IQ6lQmuEA== 0001144204-08-026314.txt : 20080506 0001144204-08-026314.hdr.sgml : 20080506 20080506163352 ACCESSION NUMBER: 0001144204-08-026314 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080506 DATE AS OF CHANGE: 20080506 GROUP MEMBERS: CITADEL AC INVESTMENTS LTD. GROUP MEMBERS: CITADEL ADVISORS LLC GROUP MEMBERS: CITADEL DERIVATIVES GROUP 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: KENNETH GRIFFIN 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: 08806785 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 v112786_sc13da.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. 6 )*

E*TRADE Financial Corporation
(Name of Issuer)

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

269246104
(CUSIP Number)

Matthew B. Hinerfeld
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)

May 2, 2008
(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 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. 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
89,528,542 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)
17.4 percent1
14
TYPE OF REPORTING PERSON
PN, HC
 
___________________
1 See Item 3 and Item 5 below.

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
89,528,542 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)
17.4 percent2
14
TYPE OF REPORTING PERSON
OO, HC

___________________
2 See Item 3 and Item 5 below.

CUSIP No. 269246104
Page 4 of 16 Pages

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
89,528,542 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)
17.4 percent3
14
TYPE OF REPORTING PERSON
IN, HC

___________________
3 See Item 3 and Item 5 below.

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
89,528,542 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)
17.4 percent4
14
TYPE OF REPORTING PERSON
CO
 
___________________
4 See Item 3 and Item 5 below.

CUSIP No. 269246104
Page 6 of 16 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel Derivatives Group 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
89,528,542 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)
17.4 percent5
14
TYPE OF REPORTING PERSON
OO, BD

___________________
5 See Item 3 and Item 5 below.

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
89,528,542 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)
17.4 percent6
14
TYPE OF REPORTING PERSON
CO
 
___________________
6 See Item 3 and Item 5 below.

CUSIP No. 269246104
Page 8 of 16 Pages
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Citadel AC Investments 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
89,528,542 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)
17.4 percent7
14
TYPE OF REPORTING PERSON
CO
 
___________________
7 See Item 3 and Item 5 below.

CUSIP No. 269246104
Page 9 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
89,528,542 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)
17.4 percent8
14
TYPE OF REPORTING PERSON
OO, HC

___________________
8 See Item 3 and Item 5 below.

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
89,528,542 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)
17.4 percent9
14
TYPE OF REPORTING PERSON
PN, HC

___________________
9 See Item 3 and Item 5 below.

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
89,528,542 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)
17.4 percent10
14
TYPE OF REPORTING PERSON
PN, HC

___________________
10 See Item 3 and Item 5 below.

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
89,528,542 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)
17.4 percent11
14
TYPE OF REPORTING PERSON
OO, HC

___________________
11 See Item 3 and Item 5 below.

CUSIP No. 269246104
Page 13 of 16 Pages

ITEM 1.
SECURITY AND ISSUER

This Amendment No. 6 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 Derivatives Group LLC ("CDG"), Citadel Derivatives Trading Ltd. ("CDT"), Wingate Capital Ltd., 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") and Amendment No. 5 to Schedule 13D filed on April 4, 2008 ("Amendment No. 5" and, together with the Original Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, 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 deleting the fourth paragraph of the Prior Filing and replacing it with the following:
 
On January 18, 2008, the Issuer and Wingate executed a second amendment to the Investment Agreement (the "Second Amendment") that provided, among other things, that on the date thereof the Issuer would issue to the Reporting Persons $150,000,000 in aggregate principal amount of the Issuer's 12.5% Springing Lien Notes due 2017 (constituting the Final Springing Lien Notes) and the Reporting Persons would contribute to the Issuer cash in the aggregate amount of $150,000,000, less expenses for which the Issuer is responsible under the Amended Investment Agreement. The transactions concerning the Final Springing Lien Notes contemplated by the Second Amendment were consummated on January 18, 2008. The Second Amendment also provided that the Reporting Persons have the right to receive from the Issuer 46,684,890 shares of Common Stock (constituting the Final Common Stock) following the receipt of the remaining government approvals relating to such issuance, and that the Reporting Person's right to designate a nominee to be appointed to the Issuer's Board of Directors would become effective immediately following the issuance of the Final Common Stock. The Issuer and Wingate entered into a third amendment to the Investment Agreement, dated March 27, 2008 (the "Third Amendment"), which provided that the Reporting Persons' obligation to give notice (thus triggering their right to receive from the Issuer 46,684,890 shares of Common Stock constituting the Final Common Stock) would be extended from 30 days after receipt of all regulatory approvals (which occurred on February 26, 2008) to May 1, 2008. The Issuer and Wingate entered into a fourth amendment to the Investment Agreement, dated May 2, 2008 (the "Fourth Amendment" and, together with the Investment Agreement, the First Amendment, the Second Amendment and the Third Amendment, the "Amended Investment Agreement"). The Fourth Amendment provided that the Reporting Persons' obligation to give notice (thus triggering their right to receive from the Issuer 46,684,890 shares of Common Stock constituting the Final Common Stock) would be extended from May 1, 2008 to May 22, 2008.
 
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
 
Items 5(a) and (b) of the Prior Filing are amended and restated as follows:
 

CUSIP No. 269246104
Page 14 of 16 Pages
 
(a) Number of shares: 89,528,542 shares
 
   Percentage of shares: 17.4%12
 
(b) Sole power to vote or direct the vote: 0
 
   Shared power to vote or direct the vote: 89,528,542 shares
 
   Sole power to dispose or to direct the disposition: 0
 
   Shared power to dispose or direct the disposition: 89,528,542 shares
 
(c) The table attached hereto as Exhibit 99.17 sets forth the transactions effected by the Reporting Persons in the shares of Common Stock of the Issuer since Amendment No. 5. All transactions described in Exhibit 99.17 either (i) resulted from the exercise of listed option contracts previously entered in open market transactions or (ii) were effected in the open market.
 
(d) No change.
 
(e) No change.
 
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
 
Item 6 of the Prior Filing is amended by adding after the fourteenth paragraph the following:
 
The Issuer and Wingate entered into the Fourth Amendment, dated May 2, 2008, a copy of which is attached as Exhibit 99.18 hereto and the terms of which are described in Item 3. The description of the terms of the Fourth Amendment contained in Item 3 is a summary, does not purport to be complete, and is qualified in its entirety by the Fourth Amendment, a copy of which is attached as Exhibit 99.18, and which is incorporated herein by reference.
 
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS

The following documents are filed as appendices and exhibits (or incorporated by reference herein):
 
Exhibit 99.17:
Transaction Listing Required by Item 5(c)
 
 
Exhibit 99.18:
Fourth Amendment to the Investment Agreement, dated May 2, 2008, by and between E*TRADE Financial Corporation and Wingate Capital Ltd.

___________________
12  The percentages reported in this Amendment No. 6 are based upon 515,020,686 shares of Common Stock outstanding as of May 5, 2008 (468,335,796 shares of Common Stock outstanding as of March 31, 2008 (as reported in the Issuer's Form 8-K filed on April 17, 2008), plus 46,684,890 shares of Common Stock to which the Reporting Persons became entitled on February 26, 2008).

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 this 6th day of May, 2008

CITADEL LIMITED PARTNERSHIP
 
By:  Citadel Investment Group, L.L.C.,
its General Partner
   
By:  /s/ Matthew B. Hinerfeld           
Matthew B. Hinerfeld, Authorized Signatory
CITADEL INVESTMENT GROUP, L.L.C.
 
By:  /s/ Matthew B. Hinerfeld           
Matthew B. Hinerfeld, Authorized Signatory
   
CITADEL EQUITY FUND LTD.
     
By:  Citadel Limited Partnership,
its Portfolio Manager
     
By:  Citadel Investment Group, L.L.C.,
its General Partner
     
By:  /s/ Matthew B. Hinerfeld           
Matthew B. Hinerfeld, Authorized Signatory
CITADEL AC INVESTMENTS LTD.
 
By:  Citadel Limited Partnership,
its Portfolio Manager
     
By:  Citadel Investment Group, L.L.C.,
its General Partner
     
By:  /s/ Matthew B. Hinerfeld            
Matthew B. Hinerfeld, Authorized Signatory
   
KENNETH GRIFFIN
 
By:  /s/ Matthew B. Hinerfeld            
Matthew B. Hinerfeld, attorney-in-fact13
CITADEL DERIVATIVES GROUP LLC
 
By:  Citadel Limited Partnership,
its Managing Member
     
By:  Citadel Investment Group, L.L.C.,
its General Partner
     
By:  /s/ Matthew B. Hinerfeld            
Matthew B. Hinerfeld, Authorized Signatory
 
___________________
13  Matthew B. Hinerfeld 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 4, 2005, 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/A for Komag, Incorporated.

CUSIP No. 269246104
Page 16 of 16 Pages
 
CITADEL DERIVATIVES TRADING LTD.
 
By:  Citadel Limited Partnership,
its Portfolio Manager
     
By:  Citadel Investment Group, L.L.C.,
its General Partner
     
By:  /s/ Matthew B. Hinerfeld            
Matthew B. Hinerfeld, Authorized Signatory
CITADEL ADVISORS LLC
 
By:  Citadel Holdings II LP,
its managing member
     
By:  Citadel Investment Group II, L.L.C.,
its General Partner
     
By:  /s/ Matthew B. Hinerfeld            
Matthew B. Hinerfeld, Authorized Signatory
   
CITADEL HOLDINGS I LP
 
By:  Citadel Investment Group II, L.L.C.,
its General Partner
     
By:  /s/ Matthew B. Hinerfeld            
Matthew B. Hinerfeld, Authorized Signatory
CITADEL HOLDINGS II LP
 
By:  Citadel Investment Group II, L.L.C.,
its General Partner
     
By:  /s/ Matthew B. Hinerfeld            
Matthew B. Hinerfeld, Authorized Signatory
   
CITADEL INVESTMENT GROUP II, L.L.C.
     
By:  /s/ Matthew B. Hinerfeld            
Matthew B. Hinerfeld, Authorized Signatory
  

EX-99.17 2 v112786_ex99-17.htm Unassociated Document
Exhibit 99.17
 
Trade
Account
Transaction Type
Quantity (Shares)
Symbol
Gross Proceeds Received (Paid)
Price per Share
4/7/2008
CDRT
Option Assignment
2,100
EUSPM2008
($23,100.00)
$11.00
4/10/2008
CDRG
Option Assignment
1,900
EUSPI2008
($11,400.00)
$6.00
4/10/2008
CDRT
Option Assignment
500
EUSPO2008
($6,500.00)
$13.00
4/11/2008
CDRT
Purchase
10,000
ETFC
($37,600.00)
$3.76
4/19/2008
CDRG
Option Assignment
(5,900)
EUSDG2008
$17,700.00
$3.00
4/19/2008
CDRG
Option Assignment
38,400
EUSPA2008
($192,000.00)
$5.00
4/19/2008
CDRG
Option Assignment
1,100
EUSPI2008
($6,600.00)
$6.00
4/19/2008
CDRG
Option Exercise
(3,500)
EUSPJ2008
$24,500.00
$7.00
4/19/2008
CDRG
Option Exercise
(16,600)
EUSPK2008
$132,800.00
$8.00
4/19/2008
CDRG
Option Exercise
(26,900)
EUSPL2008
$242,100.00
$9.00
4/19/2008
CDRG
Option Assignment
1,500
EUSPB2008
($15,000.00)
$10.00
4/19/2008
CDRG
Option Exercise
(20,700)
EUSPM2008
$227,700.00
$11.00
4/19/2008
CDRG
Option Exercise
(15,100)
EUSPN2008
$181,200.00
$12.00
4/19/2008
CDRG
Option Exercise
(31,200)
EUSPO2008
$405,600.00
$13.00
4/19/2008
CDRG
Option Exercise
(24,000)
EUSPP2008
$336,000.00
$14.00
4/19/2008
CDRG
Option Exercise
(29,200)
EUSPC2008
$438,000.00
$15.00
4/19/2008
CDRG
Option Exercise
(4,000)
EUSPQ2008
$64,000.00
$16.00
4/19/2008
CDRT
Option Exercise
(27,900)
EUSPI2008
$167,400.00
$6.00
4/19/2008
CDRT
Option Exercise
(17,900)
EUSPK2008
$143,200.00
$8.00
4/19/2008
CDRT
Option Exercise
(33,400)
EUSPL2008
$300,600.00
$9.00
4/19/2008
CDRT
Option Exercise
(12,100)
EUSPB2008
$121,000.00
$10.00
4/19/2008
CDRT
Option Assignment
4,600
EUSPM2008
($50,600.00)
$11.00
4/19/2008
CDRT
Option Exercise
(35,500)
EUSPN2008
$426,000.00
$12.00
4/19/2008
CDRT
Option Exercise
(900)
EUSPC2008
$13,500.00
$15.00
4/19/2008
CDRT
Option Assignment
300
EUSPQ2008
($4,800.00)
$16.00
             
             

 
 
 
 EX-99.18 3 v112786_ex99-18.htm Unassociated Document
 
Exhibit 99.18
 
E*TRADE Financial Corporation
135 East 57th Street
New York, NY 10022


May 2, 2008

Wingate Capital Ltd.
c/o Citadel Limited Partnership
131 South Dearborn Street
Chicago, IL 60603
Attention: Adam Cooper, Esq.

Reference is made to the Master Investment and Securities Purchase Agreement, dated as of November 29, 2007 and as amended by that certain letter agreement dated December 12, 2007, that certain letter agreement dated January 18, 2008 (the “January Amendment”) and that certain letter agreement dated March 27, 2008 (the “March Amendment”) (as so amended, the “Agreement”), by and between Wingate Capital Ltd. (“Purchaser”), and E*TRADE Financial Corporation (the “Company”). The Purchaser and the Company desire to further amend the Agreement as set forth in this letter agreement. Capitalized terms used in this letter agreement but not defined herein shall have the meanings given to such terms in the Agreement.
 
Purchaser and the Company hereby agree as follows:
 
1.  Section 1 of the March Amendment shall be amended and restated in its entirety as follows:
 
“Section 2 of the January Amendment shall be amended and restated in its entirety as follows:
 
2. Notwithstanding any other provision of the Agreement to the contrary, the 46,684,890 shares of Purchased Common Stock contemplated by Section 2.01(b)(i)(A) of the Agreement shall be issued by the Company to Citadel AC Investments, Ltd. or its assignee, as assignee of the Purchaser, within three Business Days’ following notice by Purchaser to the Company that such shares are to be issued to Citadel AC Investments, Ltd., which notice shall be given on or before May 22, 2008. Notwithstanding any other provision of the Agreement to the contrary, the Purchaser’s right pursuant to Section 4.07(a) of the Agreement to have its nominee appointed to the Board of Directors of the Company shall become effective immediately following the issuance of the shares of Purchased Common Stock described in the first sentence of this Section 2.”
 
2.  Except as expressly set forth in this letter agreement, this letter agreement shall not constitute an amendment, modification or waiver of any other provision of the Agreement or waiver of any rights of the parties under the Agreement, and all terms, conditions and covenants contained in the Agreement shall remain in full force and effect in accordance with their terms. Each reference to “hereof”, “hereunder”, “herein”, “hereby” and each other similar reference, and each reference to “this Agreement” and each other similar reference contained in the Agreement shall refer to the Agreement, as amended by this letter agreement; provided that each reference in the Agreement to “the date of this Agreement” or “the date hereof” (or any words of like import) shall be deemed to refer to November 29, 2007.
 
 
3.  The Purchaser hereby represents and warrants to the Company and the Company hereby represents and warrants to the Purchaser that:

(a) It has the power to execute, deliver and perform this letter agreement, and has taken all necessary action, corporate or otherwise (including, if necessary, approval of such entity’s Board of Directors (or equivalent governing body)), to authorize the execution, delivery and performance of this letter agreement.

(b) This letter agreement has been duly executed and delivered and constitutes the valid and legally binding obligation of the Company (in the case of the Company’s representations and warranties to the Purchaser) or the Purchaser (in the case of the Purchaser’s representations and warranties to the Company), enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or moratorium laws, now or hereafter in effect, relating to or affecting the enforcement of creditors' rights generally, and further subject to the discretion of the court in granting the remedy of specific performance.

4.  This letter agreement shall be governed by, and interpreted in accordance with, the laws of the State of New York.

5.  This letter agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document.

[Signature Page follows]
 
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Please confirm your agreement to the foregoing by executing a counterpart to this letter agreement in the space provided below.
 

  Very truly yours,
   
 
E*TRADE FINANCIAL CORPORATION
   
   
 
By: /s/ Donald H. Layton
 
Name:
  
Donald H. Layton
 
Title:
  
Chairman and Chief Executive Officer


ACCEPTED AND AGREED
as of the date first set forth above:

WINGATE CAPITAL LTD.
 
 
By: /s/ Adam Cooper
Name:
  
Adam Cooper
Title:
  
Authorized Signatory


cc:
Robert C. Schwenkel (Fried, Frank, Harris, Shriver & Jacobson LLP)
Thomas P. Vartanian (Fried, Frank, Harris, Shriver & Jacobson LLP)
 
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