SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SRIVASTAVA ADITYA

(Last)

(First)

(Middle)

11701 LUNA ROAD

(Street)

DALLAS

75234

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2010

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/28/2010		D		42,826	D	$0⁽¹⁾	29,259	D
Common Stock⁽²⁾	01/28/2010		D		29,259	D	$0⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$7.54	01/28/2010		D			26,500	05/17/2005	05/16/2015	Common Stock	26,500	$0⁽³⁾	0	D
Stock Options (Right to Buy)	$12.33	01/28/2010		D			22,060	02/19/2008	02/18/2018	Common Stock	22,060	$0⁽⁴⁾	0	D
Stock Options (Right to Buy)	$15.87	01/28/2010		D			15,000	02/19/2006	02/19/2016	Common Stock	15,000	$0⁽⁵⁾	0	D
Stock Options (Right to Buy)	$16.75	01/28/2010		D			4,399	12/20/2004	12/19/2014	Common Stock	4,399	$0⁽⁶⁾	0	D
Stock Options (Right to Buy)	$22.5	01/28/2010		D			7,999	10/15/2007	08/29/2012	Common Stock	7,999	$0⁽⁷⁾	0	D
Stock Options (Right to Buy)	$24	01/28/2010		D			5,198	06/21/2004	06/20/2014	Common Stock	5,198	$0⁽⁷⁾	0	D
Stock Options (Right to Buy)	$25.7	01/28/2010		D			10,000	02/19/2007	02/18/2017	Common Stock	10,000	$0⁽⁷⁾	0	D
Restricted Stock Units	$0	01/28/2010		D			10,000	12/31/2011	05/19/2012	Common Stock	10,000	$0⁽⁸⁾	0	D

Explanation of Responses:

1. On November 4, 2009, i2 Technologies, Inc. (i2) and JDA Software Group, Inc. (JDA) entered into a merger agreement which provided for a merger in which i2 would become a wholly-owned subsidiary of JDA. The Merger became effective on January 28, 2010. At the effective time of the Merger, each outstanding share of i2 common stock converted into the right to receive (i) $12.70 in cash and (ii) 0.2562 shares of JDA common stock (together, the "Merger Consideration"). The closing sales price of JDA common stock on the NASDAQ on the closing date was $27.68. Accordingly, the value of the Merger Consideration on the Closing Date for each share of i2 common stock was $19.79 ($12.70 + 7.09 = $ 19.79).

2. These shares represent former shares of performance-based restricted stock units that, pursuant to the terms of the restricted stock unit agreements and the Merger Agreement, vested immediately prior to the effective time of the Merger.

3. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 208,324.28 and 4,203 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option.

4. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 105,609.32 and 2,130 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option.

5. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 37,734.21 and 761 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option.

6. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 8,581.94 and 173 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option.

7. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled.

8. The restricted stock unit, which provided for vesting in two equal annual installments beginning December 31, 2011, was cancelled in the merger in exchange for a cash payment of $127,000.00 and 2,562 shares of JDA common stock, for a total value of $197,900.00, representing the Merger Consideration.

	Robin Gunter, Attorney-in-Fact	02/01/2010
	** Signature of Reporting Person	Date
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