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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 (obligation to sell) | $ 26.6478 | 04/16/2007 | J/K(1) | 1 | 04/16/2007 | 11/20/2008 | Common Stock | 108,900 | (1) | 1 | D (2) (3) | ||||
| Equity Swap (obligation to sell) | $ 26.3283 | 04/17/2007 | J/K(1) | 1 | 04/17/2007 | 11/20/2008 | Common Stock | 33,600 | (1) | 1 | D (2) (3) | ||||
| Equity Swap (obligation to sell) | $ 26.3019 | 04/18/2007 | J/K(1) | 1 | 04/18/2007 | 11/20/2008 | Common Stock | 23,200 | (1) | 1 | D (2) (3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| AMALGAMATED GADGET LP 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| SCEPTER HOLDINGS INC 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| RAYNOR GEOFFREY 301 COMMERCE STREET SUITE 3200 FORT WORTH, TX 76102 |
X | |||
| Brandon Teague, Director of Trading for Scepter Holdings, Inc., general partner of Amalgamated Gadget, L.P. | 04/18/2007 | |
| **Signature of Reporting Person | Date | |
| Brandon Teague, Director of Trading for Scepter Holdings, Inc. | 04/18/2007 | |
| **Signature of Reporting Person | Date | |
| Brandon Teague, Attorney-in-Fact for Geoffrey P. Raynor | 04/18/2007 | |
| **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) | On April 16, 2007, April 17, 2007 and April 18, 2007, respectively, the reporting person entered into equity swap transactions with a securities broker under which, upon exercise, (i) the broker will be obligated to pay to the reporting person $2,901,945.42, $884,630.88 and $610,204.08, respectively, representing $26.6478, $26.3283 and $26.3019 per share, respectively, for each share of ITWO common stock that is the subject of the transactions, and (ii) the reporting person will be obligated to pay to the broker the market value of the 108,900, 33,600 and 23,200 shares of common stock, respectively. An amount equal to dividends declared and paid on such shares during the term of the transactions will be paid to the broker. |
| (2) | All securities reported herein as being owned by Amalgamated Gadget, LP ("Amalgamated") were acquired by Amalgamated, for and on behalf of R2 Investments, LDC, or its subsidiary R2 Top Hat, Ltd. (collectively, "R2"), pursuant to an Investment Management Agreement. Pursuant to such Agreement, Amalgamated has sole voting and dispositive power of such securities and R2 has no beneficial ownership of such securities. |
| (3) | This filing shall not be deemed an admission that Amalgamated is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act"). Scepter Holdings, Inc. ("Scepter") is the general partner of Amalgamated, which is the holder of the securities reported herein. Geoffrey P. Raynor ("Raynor") is the sole shareholder of Scepter. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of Scepter and Raynor is deemed to be the beneficial owner of any securities beneficially owned by Amalgamated only to the extent of the greater of his or its respective direct or indirect interest. |