| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ARCHIPELAGO HOLDINGS INC [ AX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/27/2004 | S | 1,500 | D | $14.55 | 7,304,222 | I | See Footnotes(1)(2) | ||
| Common Stock | 08/31/2004 | P | 1,500 | A | $15 | 7,305,722 | I | See Footnotes(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman, Sachs & Co. ("Goldman Sachs"). Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Archipelago Holdings, Inc. The Reporting Persons, other than The Goldman Sachs Group, Inc. ("GSG"), disclaim beneficial ownership of the securities owned by Goldman Sachs. Goldman Sachs is a direct and indirect wholly-owned subsidiary of GSG. |
| 2. GSG may be deemed to beneficially own indirectly 7,305,722 shares of Archipelago Holdings, Inc. common stock, par value $.01 per share ("Common Stock") by reason of Spear, Leeds & Kellogg, L.P. ("SLK"), GS Archipelago Investment, L.L.C. ("GSAI") and SLK-Hull Derivatives LLC ("SLK-Hull") direct ownership of such shares. SLK beneficially owns directly 5,877,797 shares of Common Stock. GSAI beneficially owns directly 1,264,877 shares of Common Stock. SLK-Hull beneficially owns directly and SLK LLC, its sole general partner, may be deemed to beneficially own indirectly 163,048 shares of Common Stock. SLK LLC disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. SLK, GSAI and SLK-Hull are direct or indirect wholly-owned subsidiaries of GSG. GSG disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. |
| s/ Roger S. Begelman, Attorney-in-fact | 08/31/2004 | |
| s/ Roger S. Begelman, Attorney-in-fact | 08/31/2004 | |
| s/ Roger S. Begelman, Attorney-in-fact | 08/31/2004 | |
| s/ Roger S. Begelman, Attorney-in-fact | 08/31/2004 | |
| s/ Roger S. Begelman, Attorney-in-fact | 08/31/2004 | |
| ** 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 4 (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. | ||