SEC FORM 3

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^*

COURT ADRIANNE

(Last)

(First)

(Middle)

11701 LUNA ROAD

(Street)

DALLAS

75234

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2003

3. Issuer Name and Ticker or Trading Symbol
I2 TECHNOLOGIES INC [ ITWO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP Human Resources

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Stock	1,255	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (Right to Buy)	12/11/2003⁽¹⁾	08/29/2012	Common Stock	6,592	$0.9	D
Stock Options (Right to Buy)	12/11/2003⁽²⁾	08/29/2012	Common Stock	10,598	$0.9	D
Stock Options (Right to Buy)	12/11/2003⁽³⁾	11/16/2013	Common Stock	90,000	$2.1	D
Stock Options (Right to Buy)	12/11/2003⁽⁴⁾	11/16/2013	Common Stock	20,000	$2.1	D
Stock Options (Right to Buy)	12/11/2003	10/20/2008	Common Stock	11,000	$3.4844	D
Stock Options (Right to Buy)	12/11/2003⁽⁵⁾	10/16/2011	Common Stock	87	$4.29	D
Stock Options (Right to Buy)	12/11/2003⁽⁶⁾	10/16/2011	Common Stock	113	$4.29	D
Stock Options (Right to Buy)	12/11/2003⁽⁷⁾	10/16/2011	Common Stock	4,083	$4.29	D
Stock Options (Right to Buy)	01/17/2004⁽⁸⁾	10/16/2011	Common Stock	2,917	$4.29	D
Stock Options (Right to Buy)	12/11/2003⁽⁹⁾	10/16/2011	Common Stock	2,916	$4.29	D
Stock Options (Right to Buy)	01/17/2004⁽¹⁰⁾	10/16/2011	Common Stock	2,084	$4.29	D
Stock Options (Right to Buy)	12/11/2003⁽¹¹⁾	10/16/2011	Common Stock	15,333	$4.29	D
Stock Options (Right to Buy)	01/17/2004⁽¹²⁾	10/16/2011	Common Stock	7,667	$4.29	D
Stock Options (Right to Buy)	12/11/2003⁽¹³⁾	10/16/2011	Common Stock	229	$4.29	D
Stock Options (Right to Buy)	01/14/2004⁽¹⁴⁾	10/16/2011	Common Stock	37	$4.29	D
Stock Options (Right to Buy)	12/11/2003	10/16/2011	Common Stock	9,395	$4.29	D
Stock Options (Right to Buy)	01/01/2004⁽¹⁵⁾	10/16/2011	Common Stock	1,605	$4.29	D
Stock Options (Right to Buy)	12/11/2003⁽¹⁶⁾	10/16/2011	Common Stock	4,468	$4.29	D
Stock Options (Right to Buy)	01/18/2004⁽¹⁷⁾	10/16/2011	Common Stock	1,032	$4.29	D
Stock Options (Right to Buy)	12/11/2003⁽¹⁸⁾	10/16/2011	Common Stock	17,874	$4.29	D
Stock Options (Right to Buy)	01/18/2004⁽¹⁷⁾	10/16/2011	Common Stock	4,126	$4.29	D
Stock Options (Right to Buy)	12/11/2003⁽¹⁹⁾	10/16/2011	Common Stock	25,437	$4.29	D
Stock Options (Right to Buy)	01/20/2004⁽²⁰⁾	10/16/2011	Common Stock	7,563	$4.29	D
Stock Options (Right to Buy)	12/11/2003⁽²¹⁾	02/17/2012	Common Stock	9,000	$5.75	D
Stock Options (Right to Buy)	12/11/2003	04/18/2009	Common Stock	20,000	$6.0312	D
Stock Options (Right to Buy)	12/11/2003	11/15/2011	Common Stock	4,333	$7.27	D
Stock Options (Right to Buy)	12/11/2003	09/06/2009	Common Stock	6,000	$7.9062	D
Stock Options (Right to Buy)	12/11/2003	11/14/2009	Common Stock	800	$20.625	D
Stock Options (Right to Buy)	12/11/2003	11/28/2009	Common Stock	20,000	$22.1562	D
Share Rights Award	02/03/2004⁽²²⁾	03/26/2013	Common Stock	50,000	$0	D

Explanation of Responses:

1. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 521 of the underlying shares; 521 shares shall vest and become exercisable on December 15, 2003; 341 shares shall vest and become exercisable on February 15, 2004; the remaining shares shall vest and become exercisable in 10 equal monthly installments thereafter.

2. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 2 of the underlying shares; 520 shares shall vest and become exercisable on January 15, 2004; 180 shares shall vest and become exercisable on February 15, 2004; the remaining shares shall vest and become exercisable in 19 equal monthly installments thereafter.

3. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 900 of the underlying shares; 21,600 of the underlying sharess shall vest and become exercisable on February 17, 2004; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.

4. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 200 of the underlying shares; 4,800 of the underlying shares shall vest and become exercisable on February 17, 2004; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.

5. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 83 of the underlying shares; the remaining shares shall vest on December 17, 2003.

6. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 29 of the underlying shares; the remaining shares shall vest and become exercisable in 20 equal monthly installments beginning January 17, 2004.

7. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 3,937 of the underlying shares; the remaining shares shall vest and become exercisable on December 17, 2003.

8. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option shall vest and become exercisable in 20 equal monthly installments beginning January 17, 2004.

9. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 2,812 of the underlying shares; the remaining shares shall vest on December 17, 2003.

10. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option shall vest and become exercisable in 20 equal monthly installments beginning January 17, 2004.

11. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 14,854 of the underlying shares; the remaining shares shall vest and become exercisable on December 17, 2003.

12. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option shall vest and become exercisable in 16 equal monthly installments beginning January 17, 2004.

13. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 220 of the underlying shares; the remaining shares shall vest and become exercisable on December 14, 2003.

14. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option shall vest and become exercisable in 4 equal monthly installments beginnning January 14, 2004.

15. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option shall vest and become exercisable in 7 equal monthly installments beginning January 01, 2004.

16. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 4,354 of the underlying shares; the remaining shares shall vest and become exercisable on December 18, 2003.

17. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option shall vest and become exercisable in 9 equal monthly installments beginning January 18, 2004.

18. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 17,416 of the underlying shares; the remaining shares shall vest and become exercisable on December 18, 2003.

19. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 24,749 of the underlying shares; the remaining shares shall vest and become exercisable on December 20, 2003.

20. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option shall vest and become exercisable in 11 equal monthly installments beginning January 20, 2004.

21. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such option is vested and exercisable as to 4,124 of the underlying shares; the remaining shares shall vest and become exercisable in 26 equal monthly installments beginning December 21, 2003.

22. Award of Share Rights Award pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such award shall vest as to 16,667 shares on February 3, 2004; the remaining shares shall vest on February 3, 2005.

	Robin Gunter, Attorney-in-Fact	12/16/2003
	** 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).
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