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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Equity swap | $ 9.795 | 11/20/2007 | J/K(2)(4) | 1 | 11/19/2008 | 11/19/2008 | Common Stock | 1,200,000 | (2) (4) | 1 | D (1) | ||||
Equity swap | $ 9.88 | 11/21/2007 | J/K(3)(4) | 1 | 11/20/2008 | 11/20/2008 | Common Stock | 600,000 | (3) (4) | 1 | D (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CITADEL EQUITY FUND LTD C/O CITADEL INVESTMENT GROUP LLC 131 S DEARBORN STREET 32ND FL CHICAGO, IL 60603 |
X | |||
CITADEL INVESTMENT GROUP LLC C/O CITADEL INVESTMENT GROUP LLC 131 S DEARBORN STREET 32ND FL CHICAGO, IL 60603 |
X | |||
CITADEL L P C/O CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET, 32ND FLO CHICAGO, IL 60603 |
X | |||
Citadel Derivatives Group, LLC C/O CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET, 32ND FL CHICAGO, IL 60603 |
X | |||
GRIFFIN KENNETH C C/O CITADEL INVESTMENT GROUP LLC 131 S. DEARBORN STREET 32ND FL CHICAGO, IL 60603 |
X |
/s/ Matthew B. Hinerfeld | 11/23/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This security is owned by Citadel Equity Fund, Ltd. ("CEFL"). |
(2) | On November 20, 2007, CEFL entered into a total return equity swap agreement with a financial institution representing 1,200,000 shares of GMO common stock at $9.795 per share (the "initiation price"). Upon termination of the swap agreement, CEFL will pay to the financial institution for each share subject to the swap agreement the excess, if any, of the initiation price over the closing market price of GMO common stock on the termination date (the "end price"), if lower, plus any accrued interest. If the end price is higher than the initiation price upon termination of the swap agreement, the financial institution will pay to CEFL the amount by which the initiation price is exceeded by the end price, reduced by any accrued interest. Further, during the term of the swap agreement, the financial institution will pay to CEFL the equivalent of any dividends paid to the beneficial owners of GMO common stock. |
(3) | On November 21, 2007, CEFL entered into a total return equity swap agreement with a financial institution representing 600,000 shares of GMO common stock at $9.88 per share (the "initiation price"). Upon termination of the swap agreement, CEFL will pay to the financial institution for each share subject to the swap agreement the excess, if any, of the initiation price over the closing market price of GMO common stock on the termination date (the "end price"), if lower, plus any accrued interest. If the end price is higher than the initiation price upon termination of the swap agreement, the financial institution will pay to CEFL the amount by which the initiation price is exceeded by the end price, reduced by any accrued interest. Further, during the term of the swap agreement, the financial institution will pay to CEFL the equivalent of any dividends paid to the beneficial owners of GMO common stock. |
(4) | The swap agreement is for a one-year term. CEFL has the right to terminate the swap agreement prior to its expiration. During the term of the swap agreement, CEFL will pay to the financial institution "interest" at a rate of 30 basis points over one month USD LIBOR. |