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^*

Sinnadurai Surkunalingam

(Last)

(First)

(Middle)

11701 LUNA ROAD

(Street)

DALLAS

75234

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2007

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)
	SVP, CIO, Mng Dir India

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)

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)	05/17/2005⁽¹⁾	05/16/2015	Common Stock	1,751	$7.54	D
Stock Options (Right to Buy)	05/17/2005⁽¹⁾	05/16/2015	Common Stock	2,001	$7.54	D
Stock Options (Right to Buy)	05/15/2006⁽²⁾	05/14/2016	Common Stock	4,500	$12.8	D
Stock Options (Right to Buy)	05/15/2006⁽²⁾	05/14/2016	Common Stock	1,500	$12.8	D
Stock Options (Right to Buy)	07/26/2005⁽³⁾	07/25/2015	Common Stock	5,626	$12.96	D
Stock Options (Right to Buy)	05/15/2006⁽²⁾	08/20/2016	Common Stock	2,000	$15.53	D
Stock Options (Right to Buy)	12/20/2004⁽⁴⁾	12/19/2014	Common Stock	1,917	$16.75	D
Stock Options (Right to Buy)	10/15/2007	08/29/2012	Common Stock	1,999	$22.5	D
Stock Options (Right to Buy)	06/21/2004⁽⁵⁾	06/20/2014	Common Stock	2,399	$24	D
Stock Options (Right to Buy)	06/21/2004⁽⁵⁾	06/20/2014	Common Stock	1,199	$24	D
Stock Options (Right to Buy)	02/19/2007⁽⁶⁾	02/18/2017	Common Stock	10,000	$25.7	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	532	⁽⁸⁾	D

Explanation of Responses:

1. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such award is vested and exercisable as to 1% of the underlying securities; 24% of the underlying securities shall become vested and exercisable on May 17, 2006; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.

2. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such award is vested and exercisable as to 1% of the underlying securities; 24% of the underlying securities shall vest and become exercisable on May 15, 2007; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.

3. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such award is vested and exercisable as to 1% of the underlying securities; 24% of the underlying securities shall vest and become exercisable on July 26, 2006; 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 award is vested and exercisable as to 1% of the underlying securities; 24% of the underlying securities shall vest and become exercisable on December 20, 2005; 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 award is vested and exercisable as to 1% of the underlying securities; 24% of the underlying securities shall vest and become exercisable on June 21, 2005; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.

6. Award of stock option grant pursuant to the i2 Technologies, Inc. 1995 Stock Option/Stock Issuance Plan. Such award is vested and exercisable as to 1% of the underlying securities; 24% of the underlying securities shall vest and become exercisable on February 19, 2008; the remaining shares shall vest and become exercisable in 36 equal monthly installments thereafter.

7. The restricted stock units will vest on May 15, 2008.

8. Each restricted stock unit represents a contingent right to receive one share of ITWO common stock.

	Robin Gunter, Attorney in Fact	10/25/2007
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.