CUSIP No. 269246104
|
Page 2 of 15 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
27,423,986 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)
9.8 percent1
|
||
14
|
TYPE OF REPORTING PERSON
PN, HC
|
CUSIP No. 269246104
|
Page 3 of 15 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel 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
27,423,986 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)
9.8 percent2
|
||
14
|
TYPE OF REPORTING PERSON
OO, HC
|
CUSIP No. 269246104
|
Page 4 of 15 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
27,423,986 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)
9.8 percent3
|
||
14
|
TYPE OF REPORTING PERSON
IN, HC
|
CUSIP No. 269246104
|
Page 5 of 15 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
27,423,986 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)
9.8 percent4
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 269246104
|
Page 6 of 15 Pages
|
1
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel Securities 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
27,423,986 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)
9.8 percent5
|
||
14
|
TYPE OF REPORTING PERSON
OO, BD
|
CUSIP No. 269246104
|
Page 7 of 15 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
27,423,986 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)
9.8 percent6
|
||
14
|
TYPE OF REPORTING PERSON
CO
|
CUSIP No. 269246104
|
Page 8 of 15 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
27,423,986 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)
9.8 percent7
|
||
14
|
TYPE OF REPORTING PERSON
OO, HC, IA
|
CUSIP No. 269246104
|
Page 9 of 15 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
27,423,986 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)
9.8 percent8
|
||
14
|
TYPE OF REPORTING PERSON
PN, HC
|
CUSIP No. 269246104
|
Page 10 of 15 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
27,423,986 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)
9.8 percent9
|
||
14
|
TYPE OF REPORTING PERSON
PN, HC
|
CUSIP No. 269246104
|
Page 11 of 15 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
27,423,986 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)
9.8 percent10
|
||
14
|
TYPE OF REPORTING PERSON
OO, HC
|
CUSIP No. 269246104
|
Page 12 of 15 Pages
|
CUSIP No. 269246104
|
Page 13 of 15 Pages
|
(a)
|
Number of shares: 27,423,986 shares
|
(b)
|
Sole power to vote or direct the vote: 0 shares
|
(c)
|
There have been no transactions effected by the Reporting Persons
in the shares of Common Stock of the Issuer since the date of Amendment No. 23. |
(d)
|
Not applicable.
|
(e)
|
Not applicable.
|
Exhibit 99.47
|
July 22, 2011 notice from Citadel Equity Fund Ltd., Citadel Derivatives Trading Ltd. and Citadel Securities LLC to the Issuer in accordance with Article Sixth of the Issuer’s certificate of incorporation.
|
Exhibit 99.48
|
July 25, 2011 letter from Citadel LLC to Stephen J. Freiberg.
|
CUSIP No. 269246104
|
Page 14 of 15 Pages
|
CITADEL LIMITED PARTNERSHIP
|
CITADEL LLC
|
|||
By:
|
Citadel LLC,
|
By:
|
/s/ John C. Nagel
|
|
its General Partner
|
John C. Nagel, Authorized Signatory
|
|||
By:
|
/s/ John C. Nagel
|
|||
John C. Nagel, Authorized Signatory
|
||||
CITADEL EQUITY FUND LTD.
|
CITADEL DERIVATIVES TRADING LTD.
|
|||
By:
|
Citadel Advisors LLC,
|
By:
|
Citadel Advisors LLC,
|
|
its Portfolio Manager
|
its Portfolio Manager
|
|||
By:
|
Citadel Holdings II LP,
its Managing Member
|
By:
|
Citadel Holdings II LP,
its Managing Member
|
|
By:
|
Citadel Investment Group II, L.L.C.,
|
By:
|
Citadel Investment Group II, L.L.C.,
|
|
its General Partner
|
its General Partner
|
|||
By:
|
/s/ John C. Nagel
|
By:
|
/s/ John C. Nagel
|
|
John C. Nagel, Authorized Signatory
|
John C. Nagel, Authorized Signatory
|
|||
KENNETH GRIFFIN
|
CITADEL SECURITIES LLC
|
|||
By:
|
/s/ John C. Nagel
|
By:
|
Citadel Advisors LLC,
|
|
John C. Nagel, attorney-in-fact*
|
its Managing Member
|
|||
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
|
CUSIP No. 269246104
|
Page 15 of 15 Pages
|
CITADEL ADVISORS LLC
|
CITADEL HOLDINGS I LP
|
|||
By:
|
Citadel Holdings II LP,
|
By:
|
Citadel Investment Group II, L.L.C.,
|
|
its Managing Member
|
its General Partner
|
|||
By:
|
/s/ John C. Nagel
|
By:
|
/s/ John C. Nagel
|
|
John C. Nagel, Authorized Signatory
|
John C. Nagel, Authorized Signatory
|
|||
CITADEL HOLDINGS II LP
|
CITADEL INVESTMENT GROUP II, L.L.C.
|
|||
By:
|
Citadel Investment Group II, L.L.C.,
|
By:
|
/s/ John C. Nagel
|
|
its General Partner
|
John C. Nagel, Authorized Signatory
|
|||
By:
|
/s/ John C. Nagel
|
|||
John C. Nagel, Authorized Signatory
|
Steven J. Freiberg
Interim Chairman
E*TRADE Financial Corporation
1271 Avenue of the Americas, 14th Floor
New York, New York 10020-1302
|
Karl A. Roessner
Corporate Secretary
E*TRADE Financial Corporation
1271 Avenue of the Americas, 14th Floor
New York, New York 10020-1302
|
|
1.
|
To vote on an advisory stockholder resolution that a Special Committee of the board of directors of the Company (the “Board”), comprised of Directors who have joined the Board within the past three years, promptly retain the services of a nationally recognized investment banking firm that has not previously advised the Company or the Board to undertake a review of its strategic alternatives in order to maximize shareholder value, including a possible sale of the Company.
|
|
2.
|
To vote on an advisory resolution that the Company approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the existing staggered Board provisions contained in Article SEVENTH therein and provide that the entire Board be elected each year.
|
|
3.
|
To vote on the removal of Michael Parks and Donna Weaver as Directors of the Company and the election in their place of qualified independent Directors.
|
1
|
See E*TRADE’s Form S-3 ASR filed April 14, 2009 at page 7.
|