Unassociated Document

-----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, Evfa1an5DKmPGYdLM7+YBRsYufctEkNfj+5QrZkyHmeKwQaAaYPZzKsiYx+tUb1b JkNJfBI1mGPnn0piEuSQRg== 0001144204-09-031917.txt : 20090610 0001144204-09-031917.hdr.sgml : 20090610 20090610161350 ACCESSION NUMBER: 0001144204-09-031917 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20090610 DATE AS OF CHANGE: 20090610 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: 09884801 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 v151986_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. 9 )*

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)

June 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 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 17 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 89,163,729 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) 15.6 percent1
14	TYPE OF REPORTING PERSON PN, HC

_____________________________

1 See Item 5 below.

CUSIP No. 269246104

Page 3 of 17 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 89,163,729 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) 15.6 percent2
14	TYPE OF REPORTING PERSON OO, HC

_____________________________

2 See Item 5 below.

CUSIP No. 269246104

Page 4 of 17 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 89,163,729 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) 15.6 percent3
14	TYPE OF REPORTING PERSON IN, HC

_____________________________

3 See Item 5 below.

CUSIP No. 269246104

Page 5 of 17 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 89,163,729 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) 15.6 percent4
14	TYPE OF REPORTING PERSON CO

_____________________________

4 See Item 5 below.

CUSIP No. 269246104

Page 6 of 17 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 89,163,729 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) 15.6 percent5
14	TYPE OF REPORTING PERSON OO, BD

_____________________________

5 See Item 5 below.

CUSIP No. 269246104

Page 7 of 17 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 89,163,729 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) 15.6 percent6
14	TYPE OF REPORTING PERSON CO

_____________________________

6 See Item 5 below.

CUSIP No. 269246104

Page 8 of 17 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 89,163,729 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) 15.6 percent7
14	TYPE OF REPORTING PERSON OO, HC

_____________________________

7 See Item 5 below.

CUSIP No. 269246104

Page 9 of 17 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 89,163,729 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) 15.6 percent8
14	TYPE OF REPORTING PERSON PN, HC

_____________________________

8 See Item 5 below.

CUSIP No. 269246104

Page 10 of 17 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 89,163,729 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) 15.6 percent9
14	TYPE OF REPORTING PERSON PN, HC

_____________________________

9 See Item 5 below.

CUSIP No. 269246104

Page 11 of 17 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 89,163,729 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) 15.6 percent10
14	TYPE OF REPORTING PERSON OO, HC

_____________________________

10 See Item 5 below.

CUSIP No. 269246104

Page 12 of 17 Pages

ITEM 1.

SECURITY AND ISSUER

This Amendment No. 9 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. ("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 filed on May 14, 2008 ("Amendment No. 7"), and Amendment No. 8 filed on May 27, 2008 ("Amendment No. 8" and, together with the Original Filing, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and Amendment No. 7, 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 2.

IDENTITY AND BACKGROUND

Item 2 of the Prior Filing is amended by deleting the first two paragraphs and substituting in their place the following:

The persons filing this Amendment No. 9 are CLP, CIG, Griffin, CEF, CDG, CDT, Citadel Advisors, CH-I, CH-II and CIG-II. For purposes of this Amendment No. 9, CLP, CIG, Griffin, CEF, CDG, CDT, Capital Advisors, CH-I, CH-II and CIG-II constitute the "Reporting Persons".11

Citadel Advisors provides portfolio management services to investment funds. Citadel Advisors is the managing member of Citadel Wellington LLC, a Delaware limited liability company ("CW"), and the portfolio manager of CEF, Wingate, CAC and Citadel Kensington Global Strategies Fund Ltd., a Bermuda company ("CKGSF") and, in such capacities, makes all of the investment decisions for such entities. Until December 31, 2007, CLP was the managing member of CDG and the portfolio manager of CDT, and in such capacities made all of the investment decisions for CDG and CDT. Until December 31, 2008, CLP was the managing member of CW and the portfolio manager of CEF, Wingate, CAC and CKGSF.

_________________________________

11 For purposes of the Original Filing, CIG, Griffin, CEF, CDG, CDT, CAC and Wingate Capital Ltd., a Cayman Islands company ("Wingate"), constituted the "Reporting Persons". As described in Item 6 of the Prior Filing, Wingate assigned all of its Common Stock and all of its rights to acquire Common Stock to CAC in November 2007. As a result, Wingate is no longer the beneficial owner of any Common Stock. For purposes of the Prior Filing (other than the Original Filing), CLP, CIG, Griffin, CEF, CAC, CDG, CDT, Citadel Advisors, CH-I, CH-II and CIG-II constituted the "Reporting Persons". As described in Item 3 below, CAC distributed all of its Common Stock to CEF, its direct parent, in October 2008. As a result, CAC is no longer the beneficial owner of any Common Stock.

CUSIP No. 269246104

Page 13 of 17 Pages

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Prior Filing is amended by deleting the last sentence of the fourth paragraph and substituting in its place the following: "The shares were delivered to CAC on May 29, 2008. On October 13, 2008, CAC distributed to its direct parent, CEF, the 79,867,087 shares of Common Stock then owned by CAC."

Item 3 of the Prior Filing is further amended by adding after the end of the seventh paragraph thereof the following:

On June 17, 2008, Wingate, an affiliate of the Reporting Persons, sold $400 million in aggregate principal amount of the Springing Lien Notes to CEF. On October 9, 2008, Wingate sold all of the remaining notes issued by the Issuer and then owned by it to CEF.

On August 20, 2008, CEF sold $2 million in aggregate principal face amount of the Issuer's outstanding Springing Lien Notes, in privately negotiated transactions for cash. On October 10, 2008, CEF acquired $2,000,000 in aggregate principal amount of the Springing Lien Notes, $1,000,000 in aggregate principal amount of the 8% Notes, $2,000,000 in aggregate principal amount of the 7.875% Notes and $2,000,000 in aggregate principal amount of the 7.375% Notes, all in privately negotiated transactions for cash. On December 1, 2008 and May 31, 2009, the Reporting Persons were issued additional Springing Lien Notes by the Issuer as payment-in-kind dividends. Following these transactions, as of the date of this Amendment, the Reporting Persons owned approximately $1,773,976,000 in aggregate principal amount of the Springing Lien Notes, approximately $230,245,000 in aggregate principal amount of the 8% Notes, approximately $126,600,000 in aggregate principal amount of the 7.875% Notes and approximately $258,607,000 in aggregate principal amount of the 7.375% Notes.

CUSIP No. 269246104

Page 14 of 17 Pages

ITEM 4.

PURPOSE OF TRANSACTION

Item 4 of the Prior Filing is amended by inserting the words ", the 7.375% Notes, the 7.875% Notes" after the words "Springing Lien Notes" in the first sentence of the first paragraph.

Item 4 of the Prior Filing is further amended by deleting the third paragraph and substituting in its place the following:

As noted in Item 6, the Reporting Persons became entitled to designate a director upon the issuance of the Final Common Stock under the Amended Investment Agreement. On May 26, 2009, the Reporting Persons notified the Issuer of the Reporting Persons’ nomination of Kenneth Griffin, President and Chief Executive Officer of CIG, to be appointed to Issuer’s Board of Directors at the next scheduled meeting of Issuer’s Board of Directors in accordance with the Amended Investment Agreement. On June 8, 2009, the Issuer’s Board of Directors appointed Mr. Griffin as a director of the Issuer, effective immediately. Mr. Griffin was appointed as a Class II director and will stand for re-election at the Company's 2010 annual meeting.

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: 89,163,729 shares
	Percentage of shares: 15.6%12

(b)	Sole power to vote or direct the vote:	0
	Shared power to vote or direct the vote:	89,163,729 shares
	Sole power to dispose or to direct the disposition:	0
	Shared power to dispose or direct the disposition:	89,163,729 shares

(c)	The table attached hereto as Exhibit 99.22 sets forth the transactions effected by the Reporting Persons in the shares of Common Stock of the Issuer during the preceding sixty (60) days other than the transactions described in Item 3 or Item 6. The transactions described in Exhibit 99.22 resulted from the exercise of listed option contracts previously entered in open market transactions.

____________________________

12 The percentages reported in this Amendment No. 9 are based upon 572,193,965 shares of Common Stock outstanding as of May 1, 2009, as reported in the Form 10-Q filed by the Issuer on May 5, 2009.

CUSIP No. 269246104

Page 15 of 17 Pages

(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 seventeenth paragraph the following:

On June 17, 2008, KFIL, a subsidiary of CKGSF, and Wingate amended the CDSs entered into on May 12, 2008 (which were previously described in Amendment No. 7 to Schedule 13D, filed by the Reporting Persons on such date) to reduce the principal amount of Springing Lien Notes covered by $400 million. This amendment is attached as Exhibit 99.23 and incorporated by reference herein. On October 9, 2008, KFIL, a subsidiary of CKGSF, and Wingate entered into a termination agreement regarding (1) the CDSs entered into on May 12, 2008, and amended on June 17, 2008, with respect to $1,171,415,000 of the Springing Lien Notes (which were previously described in Amendment No. 7 to Schedule 13D, filed by the Reporting Persons on such date) and (2) the CDSs entered into on May 21, 2008 with respect to, in aggregate, $229,245,000 of the 8% Notes, $124,600,000 of the 7.875% Notes and $256,607,000 of the 7.375% Notes (which were previously described in Amendment No. 8 to Schedule 13D, filed by the Reporting Persons on May 23, 2008). This termination agreement is attached as Exhibit 99.24 and incorporated by reference herein.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

The following documents are filed as appendices and exhibits (or incorporated by reference herein):

	Exhibit 99.22:	Transaction Listing Required by Item 5(c)
	Exhibit 99.23:	Amendment entered into between Wingate and KFIL with respect to CDSs
	Exhibit 99.24:	Termination agreement entered into between Wingate and KFIL with respect to the CDSs

CUSIP No. 269246104

Page 16 of 17 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 10th day of June, 2009

CITADEL LIMITED PARTNERSHIP By: Citadel Investment Group, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory	CITADEL INVESTMENT GROUP, L.L.C. By: /s/ John C. Nagel John C. Nagel, 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/ John C. Nagel John C. Nagel, Authorized Signatory	KENNETH GRIFFIN By: /s/ John C. Nagel John C. Nagel, 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/ John C. Nagel John C. Nagel, Authorized Signatory	CITADEL DERIVATIVES TRADING LTD. By: Citadel Limited Partnership, its Portfolio Manager By: Citadel Investment Group, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory

___________________________

13 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.

CUSIP No. 269246104

Page 17 of 17 Pages

CITADEL ADVISORS LLC 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 HOLDINGS I LP By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory
CITADEL HOLDINGS II LP By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory	CITADEL INVESTMENT GROUP II, L.L.C. By: /s/ John C. Nagel John C. Nagel, Authorized Signatory

EX-99.22 2 v151986_ex99-22.htm Unassociated Document

Exhibit 99.22

Trade	Account	Transaction Type	Quantity (Shares)	Symbol	Gross Proceeds Received (Paid)	Price per Share
5/11/2009	CDRG	Option Assignment	2,100	EUSMU2009	($15,750.00)	$7.50

EX-99.23 3 v151986_ex99-23.htm Unassociated Document

June 17, 2008

To:	Kensington Financial Investments Ltd. (“KFIL”)

From:

Wingate Capital Ltd. (“WING”)

PARTIAL TERMINATION AND AMENDMENT AGREEMENT

1.	Partial Termination and Amendment of Credit Derivative Transactions.

We refer to (i) the credit derivative transaction (“Transaction 1”) between KFIL and WING related to the 12.5% notes of E*Trade Financial Corporation due November 30, 2017 governed by the Confirmation dated as of May 12, 2008 with a Scheduled Termination Date of May 13, 2014 (“Confirmation 1”), and (ii) the credit derivative transaction (“Transaction 2”) between KFIL and WING related to the 12.5% notes of E*Trade Financial Corporation due November 30, 2017 governed by the Confirmation dated as of May 12, 2008 with a Scheduled Termination Date of May 13, 2011 (“Confirmation 2”) (Confirmation 1 and Confirmation 2 together, the “Confirmations”, and Transaction 1 and Transaction 2 together, the “Transactions”). Capitalized terms used herein and not defined shall have the meanings ascribed in the Confirmations.

Pursuant to this Agreement, effective as of June 18, 2008 (the “Partial Termination Date”) (i) Transaction 1 is partially terminated (the “Transaction 1 Partial Termination”) and the Floating Rate Payer Calculation Amount specified in Confirmation 1 is reduced by USD 311,800,000 (the “Transaction 1 Terminated Notional”), (ii) the Floating Rate Payer Calculation Amount applicable to Transaction 1 specified in Confirmation 1 is amended to USD 913,200,000 (the “Amended Transaction 1 Notional”), (iii) the fee payable by WING to KFIL pursuant to Confirmation 1 upon the Optional Early Termination of Transaction 1 by WING as a result of a Change of Control Event is amended to USD 70,819,591.84, (iv) Transaction 2 is partially terminated (the “Transaction 2 Partial Termination”) and the Floating Rate Payer Calculation Amount specified in Confirmation 2 is reduced by USD 95,450,000 (the “Transaction 2 Terminated Notional”), (v) the Floating Rate Payer Calculation Amount applicable to Transaction 2 specified in Confirmation 2 is amended to USD 279,550,000 (the “Amended Transaction 2 Notional”), (vi) the fee payable by WING to KFIL pursuant to Confirmation 2 upon the Optional Early Termination of Transaction 2 by WING as a result of a Change of Control Event is amended to USD 18,636,666.67, and (vii) subsequent to the Partial Termination Date, (a) other than the payment of the Partial Termination Payment (as defined below), neither party shall have any further obligation to the other party under the Transactions in connection with the Transaction 1 Terminated Notional and Transaction 2 Terminated Notional, and (b) except as amended hereby, the Transactions shall continue in full force and effect in accordance with the terms specified in the Confirmations with respect to the Amended Transaction 1 Notional and Amended Transaction 2 Notional, and the Transactions are ratified and confirmed in all respects by each of KFIL and WING.

2.	Partial Termination Payment.

In consideration of the Transaction 1 Partial Termination and the Transaction 2 Partial Termination, WING agrees to pay USD 24,230,000 (the “Preliminary Termination Payment”) to KFIL for value on or before June 18, 2008 (the “Payment Date”). The Preliminary Termination Payment was calculated by the Calculation Agent utilizing a fair market value with respect to the Transactions as of the Partial Termination Date. The Preliminary Termination Payment shall be subject to adjustment as follows:

As soon as reasonably practicable following the Trade Date the Calculation Agent shall solicit a fairness opinion as to the Preliminary Termination Payment from an internationally recognized expert in the valuation of the Reference Obligation. The fairness opinion shall specify a range (the “Fairness Termination Payment Range”) within which the Preliminary Termination Payment must fall in order to be subject to such fairness opinion.

(a) If the Preliminary Termination Payment is within the Fairness Termination Payment Range, the Preliminary Termination Payment shall be the Partial Termination Payment.

(b) If the Preliminary Termination Payment is not within the Fairness termination Payment Range, the Calculation Agent shall adjust the Preliminary Termination Payment by an amount (which may be a positive or negative amount) (the “Adjustment Amount”) equal to the amount required such that the aggregate of the Preliminary Termination Payment and the Adjustment Amount (the “Adjusted Preliminary Termination Payment”) is an amount equal to the median of the Fairness termination Payment Range, and the Adjusted Preliminary Termination Payment shall be the Partial Termination Payment.

3.	Governing Agreement.

This Agreement shall be subject to and form a part of the ISDA Master Agreement between KFIL and WING dated as of November 29, 2007 (the “Master Agreement”).

4.	Representations and Warranties.

On the date of this Agreement each party makes to the other those representations and warranties set forth in Section 3(a) of the Master Agreement with references in such Section to “this Agreement” or “any Credit Support Document” being deemed references to this Agreement alone.

5.	Counterparts.

This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

6.	Amendments.

No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each party or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

7.	Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to the conflict of laws provisions thereof.

8.	Calculation Agent.

Citadel Limited Partnership.

Please confirm your agreement to the foregoing by signing below and returning it to us.

	Very truly yours,

	WINGATE CAPITAL LTD.
	By: Citadel Limited Partnership, Portfolio Manger

		/s/ CHRISTOPHER L. RAMSAY
	Name:	CHRISTOPHER L. RAMSAY
	Title:	Authorized Signatory

Confirmed as of the date first above written:

KENSINGTON FINANCIAL INVESTMENTS LTD.

By: Citadel Limited Partnership, Portfolio Manger

	/s/ CHRISTOPHER L. RAMSAY
Name:	CHRISTOPHER L. RAMSAY
Title:	Authorized Signatory

EX-99.24 4 v151986_ex99-24.htm Unassociated Document

October 9, 2008

To:	Kensington Financial Investments Ltd. (“KFIL”)

From:

Wingate Capital Ltd. (“WING”)

1.	Termination of Credit Derivatives Transactions.

We refer to the Credit Derivative Transactions (the “Transactions”) between KFIL and WING, as described below:

Trade Date	Scheduled Maturity Date	Msymbol	Reference Number	Preliminary Termination Payment
May 21, 2008	June 20, 2015	ETFCCDS600F2015	1055498395	10,463,260.02
May 21, 2008	June 20, 2013	ETFCCDS640F2013	1055498391	27,238,465.91
May 21, 2008	March 20, 2011	ETCCDS680C2011	1055498389	25,678,359.96
May 12, 2008	May 12, 2011	ETCCDS780E2011	1055498399	6,773,402.01
May 12, 2008	May 12, 2014	ETFCCDS780E2014	1055498385	36,119,184.10

Pursuant to this agreement (this “Agreement”), with respect to the Transactions, effective as of October 9, 2008 (the “Termination Date”) the Transactions shall be terminated and, other than the payment of the Termination Payment (as defined below), neither party shall have any further obligation to the other party in connection therewith subsequent to the Termination Date.

2.	Termination Payment.

In consideration of the parties’ agreement to terminate the Transactions, KFIL agrees to pay USD 106,272,672.01 (the “Preliminary Termination Payment”) to WING for value on or before October 15, 2008. The Preliminary Termination Payment was calculated by the Calculation Agent utilizing a fair market value with respect to the Transactions as of the Termination Date. The Preliminary Termination Payment shall be subject to adjustment as follows:

As soon as reasonable practicable following the Trade Date the Calculation Agent shall solicit a fairness opinion as to the Preliminary Termination Payment from an internationally recognized expert in the valuation of the Reference Obligation. The fairness opinion shall specify a range (the “Fairness Termination Payment Range”) within which the Preliminary Termination Payment must fall in order to be subject to such fairness opinion.

131 South Dearborn Street	312-395-2100 Telephone
Chicago, Illinois 60603	312-977-0270 Facsimile

(a) If the Preliminary Termination Payment is within the Fairness Termination Payment Range, the Preliminary Termination Payment shall be the Termination Payment.

3.	Governing Agreement.

This Agreement shall be subject to and form a part of the ISDA Master Agreement between KFIL and WING dated as of November 29, 2007 (the “Master Agreement”).

4.	Representations and Warranties.

5.	Counterparts.

6.	Amendments.

7.	Governing Law.

This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to the conflict of laws provisions thereof.

8.	Calculation Agent.

Citadel Limited Partnership.

Please confirm your agreement to the foregoing by signing below and returning it to us.

	Very truly yours,

	WINGATE CAPITAL LTD.
	By: Citadel Limited Partnership, Portfolio Manger


		/s/ ERICA L. TARPEY
	Name:	ERICA L. TARPEY
	Title:	Authorized Signatory

Confirmed as of the date first above written:

KENSINGTON FINANCIAL INVESTMENTS LTD.
By: Citadel Limited Partnership, Portfolio Manger


	/s/ ERICA L. TARPEY
Name:	ERICA L. TARPEY
Title:	Authorized Signatory

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