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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G |
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(Rule 13d–102) |
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Information Statement Pursuant to Rules 13d–1 and 13d–2 |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. )* |
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Google Inc. |
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(Name of Issuer) |
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Class A Common Stock |
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(Title of Class of Securities) |
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38259P508 |
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(CUSIP Number) |
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November 5, 2004 |
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Date of Event Which Requires Filing of the Statement |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule
13d–1(b)
ý Rule
13d–1(c)
o Rule
13d–1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 22
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CUSIP No. 38259P508 |
Page 2 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Limited Partnership |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* PN; HC |
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Page 2 of 22
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CUSIP No. 38259P508 |
Page 3 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GLB Partners, L.P. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* PN; HC |
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Page 3 of 22
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CUSIP No. 38259P508 |
Page 4 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Investment Group, L.L.C. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* OO; HC |
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Page 4 of 22
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CUSIP No. 38259P508 |
Page 5 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* IN; HC |
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Page 5 of 22
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CUSIP No. 38259P508 |
Page 6 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Wellington Partners L.P. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* PN; HC |
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Page 6 of 22
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CUSIP No. 38259P508 |
Page 7 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Wellington Partners L.P. SE |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* PN; HC |
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Page 7 of 22
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CUSIP No. 38259P508 |
Page 8 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Kensington Global Strategies Fund Ltd. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* CO; HC |
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Page 8 of 22
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CUSIP No. 38259P508 |
Page 9 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Equity Fund Ltd. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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|||||
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
|
|
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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||||||
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
|
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* CO |
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Page 9 of 22
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CUSIP No. 38259P508 |
Page 10 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Credit Products Ltd. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* CO; HC |
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Page 10 of 22
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CUSIP No. 38259P508 |
Page 11 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Jackson Investment Fund Ltd. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* CO; HC |
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Page 11 of 22
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CUSIP No. 38259P508 |
Page 12 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Credit Trading Ltd. |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5. |
SOLE VOTING POWER 0 |
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
|
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7. |
SOLE DISPOSITIVE POWER 0 |
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
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||||||
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
|
||||||
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* CO |
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Page 12 of 22
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CUSIP No. 38259P508 |
Page 13 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Derivatives Group LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
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3. |
SEC USE ONLY
|
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company U.S.A. |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
|||||
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6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
|
|
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7. |
SOLE DISPOSITIVE POWER 0 |
|
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
|
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
|
||||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
|
||||||
|
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* OO |
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Page 13 of 22
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CUSIP No. 38259P508 |
Page 14 of 22 |
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1. |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Saragossa Trading LLC |
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) (b) |
ý o |
||||
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3. |
SEC USE ONLY
|
||||||
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company U.S.A. |
||||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5. |
SOLE VOTING POWER 0 |
|
|||||
|
6. |
SHARED VOTING POWER
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
|
|
||||||
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7. |
SOLE DISPOSITIVE POWER 0 |
|
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8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
|
||||||
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above. |
|
||||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o |
|
||||||
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004). |
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12. |
TYPE OF REPORTING PERSON* OO |
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Page 14 of 22
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CUSIP No. 38259P508 |
Page 15 of 22 |
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Item 1(a) |
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Name of Issuer: GOOGLE INC. |
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1(b) |
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Address of Issuer’s Principal Executive Offices: |
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1600 Amphitheatre Parkway |
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Mountain View, CA 94043 |
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Item 2(a) |
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Name of Person Filing |
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Item 2(b) |
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Address of Principal Business Office |
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Item 2(c) |
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Citizenship |
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Citadel Limited Partnership |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Illinois limited partnership |
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GLB Partners, L.P. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Delaware limited partnership |
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Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Delaware limited liability company |
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Kenneth Griffin |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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U.S. Citizen |
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Citadel Wellington Partners L.P. |
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c/o Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Illinois limited partnership |
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Citadel Wellington Partners L.P. SE |
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c/o Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Delaware limited partnership |
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Page 15 of 22
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CUSIP No. 38259P508 |
Page 16 of 22 |
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Citadel Kensington Global Strategies Fund Ltd. |
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c/o Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Bermuda company |
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Citadel Equity Fund Ltd. |
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c/o Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Cayman Islands company |
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Citadel Credit Products Ltd. |
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c/o Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Cayman Islands company |
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Citadel Jackson Investment Fund Ltd. |
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c/o Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Cayman Islands company |
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Citadel Credit Trading Ltd. |
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c/o Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Cayman Islands company |
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Citadel Derivatives Group LLC |
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c/o Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Delaware limited liability company |
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Saragossa Trading LLC |
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c/o Citadel Investment Group, L.L.C. |
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131 S. Dearborn Street, 32nd Floor |
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Chicago, Illinois 60603 |
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Delaware limited liability company |
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2(d) |
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Title of Class of Securities: |
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Class A Common Stock, par value $0.001 per share |
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Page 16 of 22
|
CUSIP No. 38259P508 |
Page 17 of 22 |
2(e) CUSIP Number: 38259P508
Item 3 If this statement is filed pursuant to Rules 13d–1(b), or 13d–2(b) or (c), check whether the person filing is a:
(a) o Broker or dealer registered under Section 15 of the Exchange Act;
(b) o Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) o Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d) o Investment company registered under Section 8 of the Investment Company Act;
(e) o An investment adviser in accordance with Rule 13d–1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G);
(h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) o Group, in accordance with Rule 13d–1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d–1(c), check this box. ý
Item 4 Ownership:
CITADEL
LIMITED PARTNERSHIP
GLB PARTNERS, L.P.
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON PARTNERS L.P.
CITADEL WELLINGTON PARTNERS L.P. SE
CITADEL
KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.
CITADEL CREDIT PRODUCTS LTD.
CITADEL JACKSON INVESTMENT FUND LTD.
CITADEL CREDIT TRADING LTD.
CITADEL DERIVATIVES GROUP LLC
SARAGOSSA TRADING LLC
(a) Amount beneficially owned:
5,345 shares of Class A Common Stock
34,730 call options (exercisable into 3,473,000 shares of Class A Common Stock)
(b) Percent of Class:
Page 17 of 22
|
CUSIP No. 38259P508 |
Page 18 of 22 |
Approximately 6.6% as of the date of this filing (based on 52,677,654 shares of Class A Common Stock issued and outstanding as of September 30, 2004).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
See item (a) above.
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
See item (a) above.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
See Item 2 above.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
* Adam C. Cooper 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 November
Page 18 of 22
|
CUSIP No. 38259P508 |
Page 19 of 22 |
19, 2002, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.
Page 19 of 22
|
CUSIP No. 38259P508 |
Page 20 of 22 |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
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Dated this 12th day of November, 2004 |
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KENNETH GRIFFIN |
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/s/ Adam C. Cooper |
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Adam C. Cooper, attorney–in–fact* |
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CITADEL LIMITED PARTNERSHIP |
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CITADEL INVESTMENT GROUP, L.L.C. |
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By: |
GLB Partners, L.P., |
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By: |
/s/ Adam C. Cooper |
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its General Partner |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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CITADEL EQUITY FUND LTD. |
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By: |
/s/ Adam C. Cooper |
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By: |
Citadel Limited Partnership, |
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Adam C. Cooper, Senior Managing |
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its Portfolio Manager |
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Director and General Counsel |
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By: |
GLB Partners, L.P., |
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GLB PARTNERS, L.P. |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior Managing |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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Director and General Counsel |
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CITADEL WELLINGTON PARTNERS L.P. |
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By: |
Citadel Limited Partnership, |
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its General Partner |
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By: |
GLB Partners, L.P., |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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Page 20 of 22
|
CUSIP No. 38259P508 |
Page 21 of 22 |
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CITADEL WELLINGTON PARTNERS L.P. SE |
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CITADEL DERIVATIVES GROUP LLC |
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By: |
Citadel Limited Partnership, |
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By: |
Citadel Limited Partnership, |
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its General Partner |
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its Managing Member |
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By: |
GLB Partners, L.P., |
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By: |
GLB Partners, L.P., |
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its General Partner |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior Managing |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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Director and General Counsel |
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SARAGOSSA TRADING LLC |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, attorney–in–fact* |
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CITADEL CREDIT PRODUCTS LTD. |
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By: |
Citadel Limited Partnership, |
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its Portfolio Manager |
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By: |
GLB Partners, L.P., |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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Page 21 of 22
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CUSIP No. 38259P508 |
Page 22 of 22 |
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CITADEL
KENSINGTON GLOBAL |
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CITADEL
JACKSON INVESTMENT |
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By: |
Citadel Limited Partnership, |
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By: |
Citadel Limited Partnership, |
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its Portfolio Manager |
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its Portfolio Manager |
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By: |
GLB Partners, L.P., |
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By: |
GLB Partners, L.P., |
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its General Partner |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior Managing |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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Director and General Counsel |
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CITADEL CREDIT PRODUCTS LTD |
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By: |
Citadel Limited Partnership, |
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its Portfolio Manager |
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By: |
GLB Partners, L.P., |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior Managing |
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Director and General Counsel |
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Page 22 of 22