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FORM 4/AUNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
CITADEL L P

(Last)(First)(Middle)
C/O CITADEL INVESTMENT GROUP LLC, 131 S. DEARBORN STREET, 32ND FL

(Street)
CHICAGOIL60603

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
E TRADE FINANCIAL CORP [ETFC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/22/2009
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 06/18/2009 A(3)  45,454,546 A$ 1.1 134,266,882 D (1)  
Common Stock 06/18/2009 A(3)  45,454,545 A$ 1.1 45,454,545 D (2)  

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 Security3. 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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
CITADEL L P

(Last)(First)(Middle)
C/O CITADEL INVESTMENT GROUP LLC, 131 S. DEARBORN STREET, 32ND FL

(Street)
CHICAGOIL60603

(City)(State)(Zip)
1. Name and Address of Reporting Person*
CITADEL INVESTMENT GROUP LLC

(Last)(First)(Middle)
131 S. DEARBON STREET, 32ND FLOOR

(Street)
CHICAGOIL60603

(City)(State)(Zip)
1. Name and Address of Reporting Person*
CITADEL EQUITY FUND LTD

(Last)(First)(Middle)
C/O CITADEL INVESTMENT GROUP, L.L.C., 131 S. DEARBORN STREET, 32ND FLOOR

(Street)
CHICAGOIL60603

(City)(State)(Zip)
1. Name and Address of Reporting Person*
WINGATE CAPITAL LTD

(Last)(First)(Middle)
C/O CITADEL INVESTMENT GROUP, L.L.C., 131 S. DEARBON STREET, 32ND FLOOR

(Street)
CHICAGOIL60603

(City)(State)(Zip)
1. Name and Address of Reporting Person*
GRIFFIN KENNETH C

(Last)(First)(Middle)
C/O CITADEL INVESTMENT GROUP II, L.L.C., 131 S. DEARBON STREET, 32ND FLOOR

(Street)
CHICAGOIL60603

(City)(State)(Zip)
Explanation of Responses:
1. This security is owned by Citadel Equity Fund Ltd.
2. This security is owned by Wingate Capital Ltd. Wingate Capital Ltd. did not become a 10% holder until after consummation of the transaction listed in Table I.
3. This transaction was inadvertently coded "P" in the original Form 4 filing on June 22, 2009.
 
Remarks:
As of the date of the original Form 4 filing on June 22, 2009, the Reporting Persons were 10% owners. The Reporting Persons
are no longer 10% owners as of the date of this amendment.

This amendment includes only those lines being amended hereby. Lines of transaction information that were disclosed on the
original Form 4 filing on June 22, 2009 and are not being amended hereby have been omitted.

Each of the Reporting Persons expressly disclaims beneficial ownership of the securities described herein except to the
extent of such person's pecuniary interest therein. Mr. Griffin serves as the deputized director of the Reporting Persons.

A Form 4/A is limited to a maximum of ten reporting persons. As a result, this Form 4/A is one of two filed today reporting
on the same securities by the following eleven joint filers: Citadel Limited Partnership, Citadel Investment Group, L.L.C.,
Citadel Equity Fund Ltd., Wingate Capital Ltd., Kenneth C. Griffin, Citadel Advisors LLC, Citadel Holdings I LP, Citadel
Holdings II LP, Citadel Securities LLC, Citadel Derivatives Trading Ltd. and Citadel Investment Group II, L.L.C.
/s/ John C. Nagel, Authorized Signatory10/02/2009
** Signature of Reporting PersonDate
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.

EX-99.1

Unassociated Document
Explanation of Responses
 
Name:
Citadel Limited Partnership
   
Address:
Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
   
Issuer and Ticker Symbol:
E*TRADE Financial Corporation [ETFC]
   
Date of Event
Requiring Statement:
6/18/2009
 
 
CITADEL LIMITED PARTNERSHIP

By: Citadel Investment Group, L.L.C.,
its General Partner

By: /s/ John C. Nagel                          
John C. Nagel, Authorized Signatory



JOINT FILER INFORMATION

Name:
Citadel Investment Group, L.L.C.
   
Address:
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
   
Designated Filer:
Citadel Limited Partnership
   
Issuer and Ticker Symbol:
E*TRADE Financial Corporation [ETFC]
   
Date of Event
Requiring Statement:
6/18/2009
 

CITADEL INVESTMENT GROUP, L.L.C.

By: /s/ John C. Nagel                          
John C. Nagel, Authorized Signatory



JOINT FILER INFORMATION

Name:
Citadel Equity Fund Ltd.
   
Address:
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
   
Designated Filer:
Citadel Limited Partnership
   
Issuer and Ticker Symbol:
E*TRADE Financial Corporation [ETFC]
   
Date of Event
Requiring Statement:
6/18/2009


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, Authorized Signatory


JOINT FILER INFORMATION

Name:
Wingate Capital Ltd.
   
Address:
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32 nd Floor
Chicago, Illinois 60603
   
Designated Filer:
Citadel Limited Partnership
   
Issuer and Ticker Symbol:
E*TRADE Financial Corporation [ETFC]
   
Date of Event
Requiring Statement:
6/18/2009
 
 
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, Authorized Signatory
 


JOINT FILER INFORMATION

Name:
Kenneth Griffin
   
Address:
c/o Citadel Investment Group, L.L.C.
131 S. Dearborn Street, 32nd Floor
Chicago, Illinois 60603
   
Designated Filer:
Citadel Limited Partnership
   
Issuer and Ticker Symbol:
E*TRADE Financial Corporation [ETFC]
   
Date of Event
Requiring Statement:
6/18/2009


KENNETH GRIFFIN

By: /s/ John C. Nagel                          
John C. Nagel, attorney-in-fact*

* John C. Nagel is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 24, 2006, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G for Morgans Hotel Group Co.
 

 

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