Origin Agritech LTD

Major Shareholding Notification • Feb 16, 2010

SC 13G/A 1 v174305_sc13g-a.htm Unassociated Document Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington,
D.C. 20549 |
| SCHEDULE
13G |
| (Rule
13d-102) |
| Information
Statement Pursuant to Rules 13d-1 and 13d-2 |
| Under
the Securities Exchange Act of 1934 |
| (Amendment
No. 3 )* |
| Origin
Agritech Limited |
| (Name
of Issuer) |
| Common
Stock, no par value |
| (Title
of Class of Securities) |
| G67828106 |
| (CUSIP
Number) |
| December
31, 2009 |
| Date
of Event Which Requires Filing of the
Statement |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] 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).

CUSIP NO. G67828106 13G PAGE 2 OF 13 PAGES

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Advisors LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 187,345
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 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) 0.8% 1 | |
| 12. | TYPE
OF REPORTING PERSON IA; 2 OO;
HC | |

1 The percentages reported in this Schedule 13G/A are based upon 23,013,692 shares of Common Stock outstanding as of September 30, 2009 (according to the Form 20-F filed by the issuer on January 14, 2010).

2 Citadel Advisors LLC became a registered investment adviser effective as of January 8, 2010.

CUSIP NO. G67828106 13G PAGE 3 OF 13 PAGES

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Holdings II LP | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 187,345
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 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) 0.8% | |
| 12. | TYPE
OF REPORTING PERSON PN;
HC | |

CUSIP NO. G67828106 13G PAGE 4 OF 13 PAGES

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Derivatives Trading Ltd. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 187,345
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 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) 0.8% | |
| 12. | TYPE
OF REPORTING PERSON CO | |

CUSIP NO. G67828106 13G PAGE 5 OF 13 PAGES

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Equity Fund Ltd. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman
Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 187,345
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 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) 0.8% | |
| 12. | TYPE
OF REPORTING PERSON CO | |

CUSIP NO. G67828106 13G PAGE 6 OF 13 PAGES

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Securities LLC | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 187,345
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 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) 0.8% | |
| 12. | TYPE
OF REPORTING PERSON OO;
BD | |

CUSIP NO. G67828106 13G PAGE 7 OF 13 PAGES

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Holdings I LP | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 187,345
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 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) 0.8% | |
| 12. | TYPE
OF REPORTING PERSON PN;
HC | |

CUSIP NO. G67828106 13G PAGE 8 OF 13 PAGES

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Investment Group II, L.L.C. | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 187,345
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 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) 0.8% | |
| 12. | TYPE
OF REPORTING PERSON OO;
HC | |

CUSIP NO. G67828106 13G PAGE 9 OF 13 PAGES

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth
Griffin | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S.
Citizen | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 187,345
shares |
| | 7. | SOLE
DISPOSITIVE POWER 0 |
| | 8. | SHARED
DISPOSITIVE POWER See
Row 6 above. |
| 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) 0.8% | |
| 12. | TYPE
OF REPORTING PERSON IN;
HC | |

CUSIP NO. G67828106 13G PAGE 10 OF 13 PAGES

Item 1(a) Name of Issuer

Origin Agritech Limited

Item 1(b) Address of Issuer's Principal Executive Offices

No. 21 Sheng Ming Yuan Road, Changping District, Beijing 102206, China

Item 2(a) Name of Person Filing

This Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Holdings II LP (“CH-II”), Citadel Derivatives Trading Ltd. (“CDT”), Citadel Equity Fund Ltd. (“CEF”), Citadel Securities LLC (“Citadel Securities”), Citadel Holdings I LP (“CH-I”), Citadel Investment Group II, L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CH-II, CDT, CEF, Citadel Securities, CH-I and CIG-II, the “Reporting Persons”) with respect to shares of Common Stock of the above-named issuer (and/or options to purchase such shares) owned by Citadel Securities.

Citadel Advisors is the investment manager for CEF, and the portfolio manager for CDT. CH-II is the managing member of Citadel Advisors. CH-I is the non-member manager of Citadel Securities. CIG-II is the general partner of CH-I and CH-II. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG-II.

Item 2(b) Address of Principal Business Office

The address of the principal business office of each of the Reporting Persons is c/o Citadel Investment Group, L.L.C., 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

Item 2(c) Citizenship

Each of Citadel Advisors, Citadel Securities and CIG-II is organized as a limited liability company under the laws of the State of Delaware. Each of CH-II and CH-I is organized as a limited partnership under the laws of the State of Delaware. Each of CEF and CDT is organized as a limited company under the laws of the Cayman Islands. Mr. Griffin is a U.S. citizen.

Item 2(d) Title of Class of Securities

Common Stock, no par value

Item 2(e) CUSIP Number

G67828106

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) [__] Broker or dealer registered under Section 15 of the Exchange Act;

(b) [__] Bank as defined in Section 3(a)(6) of the Exchange Act;

(c) [__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;

CUSIP NO. G67828106 13G PAGE 11 OF 13 PAGES

(d) [__] Investment company registered under Section 8 of the Investment Company Act;

(e) [__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) [__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) [__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i) [__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j) [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ______.

Item 4 Ownership

(a) The Reporting Persons may be deemed to beneficially own 187,345 shares of Common Stock.

(b) The number of shares the Reporting Persons may be deemed to beneficially own constitutes approximately 0.8% of the Common Stock outstanding.

(c) Number of shares as to which the Reporting Persons have:

(i) sole power to vote or to direct the vote: 0

(ii) shared power to vote or to direct the vote: 187,345

(iii) sole power to dispose or to direct the disposition of: 0

(iv) shared power to dispose or to direct the disposition of: 187,345

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x .

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

CUSIP NO. G67828106 13G PAGE 12 OF 13 PAGES

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.

CUSIP NO. G67828106 13G PAGE 13 OF 13 PAGES

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.

Dated this 16 th day of February, 2010.

| CITADEL ADVISORS
LLC — By: | Citadel Holdings II
LP, | CITADEL HOLDINGS II
LP — By: | Citadel Investment Group II,
L.L.C., |
| --- | --- | --- | --- |
| | its Managing
Member | | its General
Partner |
| By: | Citadel Investment Group II,
L.L.C., | By: | /s/ John C.
Nagel |
| | its General
Partner | | John C. Nagel, Authorized
Signatory |
| By: | /s/ John C.
Nagel | | |
| | John C. Nagel, Authorized
Signatory | | |
| CITADEL DERIVATIVES TRADING
LTD. | | CITADEL EQUITY FUND
LTD. | |
| By: | Citadel Advisors
LLC, | By: | Citadel Advisors
LLC, |
| | its Portfolio
Manager | | its Investment
Manager |
| By: | Citadel Holdings II
LP, | By: | Citadel Holdings II
LP, |
| | its Managing
Member | | its Managing
Member |
| By: | Citadel Investment Group II,
L.L.C., | By: | Citadel Investment Group II,
L.L.C., |
| | its General
Partner | | its General
Partner |
| By: | /s/ John C.
Nagel | By: | /s/ John C.
Nagel |
| | John C. Nagel, Authorized
Signatory | | John C. Nagel, Authorized
Signatory |
| CITADEL SECURITIES
LLC | | CITADEL HOLDINGS I
LP | |
| By: | Citadel Holdings I
LP, | By: | Citadel Investment Group II,
L.L.C., |
| | its Non-Member
Manager | | its General
Partner |
| By: | Citadel Investment Group II,
L.L.C., | By: | /s/ John C.
Nagel |
| | its General
Partner | | John C. Nagel, Authorized
Signatory |
| By: | /s/ John C.
Nagel | | |
| | John C. Nagel, Authorized
Signatory | | |
| CITADEL INVESTMENT GROUP II,
L.L.C. | | KENNETH GRIFFIN | |
| By: | /s/ John C.
Nagel | By: | /s/ John C.
Nagel |
| | John C. Nagel, Authorized
Signatory | | 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.