CUSIP
No. 269246104
|
Page
2 of
18
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
44,986,135
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)
9.7 percent1
|
||
14
|
TYPE
OF REPORTING PERSON
PN,
HC
|
CUSIP
No. 269246104
|
Page 3
of
18
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Investment Group, 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
44,986,135
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)
9.7 percent2
|
||
14
|
TYPE
OF REPORTING PERSON
OO,
HC
|
CUSIP
No. 269246104
|
Page 4
of
18
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
44,986,135
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)
9.7 percent3
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. 269246104
|
Page 5
of
18
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
44,986,135
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)
9.7 percent4
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 269246104
|
Page 6
of
18
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
Derivatives Group 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
44,986,135
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)
9.7 percent5
|
||
14
|
TYPE
OF REPORTING PERSON
OO,
BD
|
CUSIP
No. 269246104
|
Page 7
of
18
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
44,986,135
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)
9.7 percent6
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 269246104
|
Page 8
of
18
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Wingate
Capital Ltd.
|
||
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
Cayman
Islands
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
44,986,135
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)
9.7 percent7
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 269246104
|
Page 9
of
18
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Citadel
AC Investments Ltd.
|
||
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
Cayman
Islands
|
||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
44,986,135
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)
9.7 percent8
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 269246104
|
Page 10
of
18
Pages
|
CUSIP
No. 269246104
|
Page 11
of
18
Pages
|
CUSIP
No. 269246104
|
Page
12 of
18
Pages
|
CUSIP
No. 269246104
|
Page 13
of
18
Pages
|
(a)
|
Number
of shares: 44,986,135 shares (excluding Final Common
Stock)
|
Percentage
of shares: 9.7% (excluding Final Common
Stock)10
|
|
(b)
|
Sole
power to vote or direct the vote: 0 shares (excluding Final Common
Stock)
|
Shared
power to vote or direct the vote: 44,986,135 shares (excluding Final
Common Stock)
|
|
Sole
power to dispose or to direct the disposition: 0 shares (excluding
Final
Common Stock)
|
|
Shared
power to dispose or direct the disposition: 44,986,135 shares
(excluding Final Common Stock)
|
CUSIP
No. 269246104
|
Page 14
of
18
Pages
|
CUSIP
No. 269246104
|
Page
15 of
18
Pages
|
CUSIP
No. 269246104
|
Page 16
of
18
Pages
|
Exhibit
99.1:
|
Joint
Filing Agreement
|
Exhibit
99.2:
|
List
of Directors and Executive Officers of Reporting
Persons
|
Exhibit
99.3:
|
Transaction
Listing Required by Item 5(c)
|
Exhibit
99.4:
|
Master
Investment and Securities Purchase Agreement,
dated as of November 29, 2007, by and between Wingate Capital Ltd.
and
E*TRADE Financial Corporation
(incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K
as
filed with the Securities and Exchange Commission on December 4,
2007)
|
Exhibit
99.5:
|
First
Amendment to Master Investment and Securities Purchase Agreement,
dated as
of December 12, 2007, by and between Wingate Capital Ltd. and E*TRADE
Financial Corporation
|
Exhibit
99.6:
|
Registration
Rights Agreement, dated as of November 29, 2007, by and between Wingate
Capital Ltd. and E*TRADE Financial Corporation (incorporated by reference
to Exhibit 4.1 to the Issuer's Form 8-K as filed with the Securities
and
Exchange Commission on December 4, 2007)
|
Exhibit
99.7:
|
Indenture,
dated as of November 29, 2007, by and between E*TRADE Financial
Corporation, as issuer, and The Bank of New York, as trustee (incorporated
by reference to Exhibit 4.2 to the Issuer's Form 8-K as filed with
the
Securities and Exchange Commission on December 4, 2007)
|
Exhibit
99.8:
|
Assignment
Agreement, dated November 29, 2007, by and between Wingate Capital
Ltd.
and Citadel AC Investments Ltd.
|
Exhibit
99.9:
|
Option
Agreements, dated as of November 29, 2007, by and between Wingate
Capital
Ltd. and Kensington Financial Investments, Ltd.
|
Exhibit
99.10:
|
First
Amendment to the Rights Agreement, dated November 29, 2007, by and
between
the Issuer and American Stock Transfer & Trust Company (incorporated
by reference to Exhibit 4.3 to the Issuer's Form 8-K as filed with
the
Securities and Exchange Commission on December 4,
2007)
|
CUSIP
No. 269246104
|
Page 17
of
18
Pages
|
CITADEL
LIMITED PARTNERSHIP
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Director and
Associate
General Counsel
|
CITADEL
INVESTMENT GROUP, L.L.C.
By:
/s/
John C. Nagel
John
C. Nagel, Director and
Associate
General Counsel
|
CITADEL
EQUITY FUND LTD.
By:
Citadel
Limited Partnership,
its
Portfolio Manager
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Director and
Associate
General Counsel
|
WINGATE
CAPITAL LTD.
By:
Citadel
Limited Partnership,
its
Portfolio Manager
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Director and
Associate
General Counsel
|
KENNETH
GRIFFIN
By:
/s/
John C. Nagel
John
C. Nagel, attorney-in-fact*
|
CITADEL
AC INVESTMENTS LTD.
By:
Citadel
Limited Partnership,
its
Portfolio Manager
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Director and
Associate
General Counsel
|
CUSIP
No. 269246104
|
Page 18
of
18
Pages
|
CITADEL
DERIVATIVES TRADING LTD.
By:
Citadel
Limited Partnership,
its
Portfolio Manager
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Director and
Associate
General Counsel
|
CITADEL
DERIVATIVES GROUP LLC
By:
Citadel
Limited Partnership,
its
Managing Member
By:
Citadel
Investment Group, L.L.C.,
its
General Partner
By:
/s/
John C. Nagel
John
C. Nagel, Director and
Associate
General Counsel
|