TRINITY INDUSTRIES INC — Major Shareholding Notification 2008

Jan 18, 2008

SC 13G 1 v099949_sc13g.htm Unassociated Document Licensed to: Vintage Filings LLC Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

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. )*

Trinity Industries, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

896522109

(CUSIP Number)

January 9, 2008

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)

x 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 17

CUSIP NO. 896522109 13G Page 2 of 17 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Investment Group, 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
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 5,644,126 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) Approximately
7.0% (1) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON OO;
HC | |

(1) Based on 81,494,233 outstanding shares of the Common Stock of Issuer, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, as filed with the Securities and Exchange Commission on November 1, 2007.

Page 2 of 17

CUSIP NO. 896522109 13G Page 3 of 17 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
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 5,644,126 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) Approximately
7.0% (2) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON OO;
HC | |

(2) See footnote 1 above.

Page 3 of 17

CUSIP NO. 896522109 13G Page 4 of 17 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Limited Partnership | |
| --- | --- | --- |
| 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
limited partnership | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 5,644,126 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) Approximately
7.0% (3) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON PN;
HC | |

(3) See footnote 1 above.

Page 4 of 17

CUSIP NO. 896522109 13G Page 5 of 17 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 5,644,126 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) Approximately
7.0% (4) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON IN;
HC | |

(4) See footnote 1 above.

Page 5 of 17

CUSIP NO. 896522109 13G Page 6 of 17 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
limited partnership | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 5,644,126 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) Approximately
7.0% (5) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON PN;
HC | |

(5) See footnote 1 above.

Page 6 of 17

CUSIP NO. 896522109 13G Page 7 of 17 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
limited partnership | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 5,644,126 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) Approximately
7.0% (6) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON PN;
HC | |

(6) See footnote 1 above.

Page 7 of 17

CUSIP NO. 896522109 13G Page 8 of 17 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
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 5,644,126 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) Approximately
7.0% (7) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON OO;
HC | |

(7) See footnote 1 above.

Page 8 of 17

CUSIP NO. 896522109 13G Page 9 of 17 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 company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 5,644,126 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) Approximately
7.0% (8) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON CO | |

(8) See footnote 1 above.

Page 9 of 17

CUSIP NO. 896522109 13G Page 10 of 17 Pages

| 1. | NAME
OF REPORTING PERSON S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel
Derivatives Group 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
limited liability company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 5,644,126 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) Approximately
7.0% (9) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON OO;
BD | |

(9) See footnote 1 above.

Page 10 of 17

CUSIP NO. 896522109 13G Page 11 of 17 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 company | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 |
| | 6. | SHARED
VOTING POWER 5,644,126 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) Approximately
7.0% (10) as of the date of this filing | |
| 12. | TYPE
OF REPORTING PERSON CO | |

(10) See footnote 1 above.

Page 11 of 17

CUSIP NO. 896522109 13G Page 12 of 17 Pages

Item 1(a) Name of Issuer: Trinity Industries, Inc.

1(b) Address of Issuer’s Principal Executive Offices:

2525 Stemmons Freeway

Dallas, Texas 75207-2401

Item 2(a) Name of Person Filing (11)

Item 2(b) Address of Principal Business Office

Item 2(c) Citizenship

Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Limited Partnership

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

Kenneth Griffin

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

U.S. Citizen

Citadel Holdings I LP

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

(11) Citadel Holdings Ltd., a Cayman Islands company (“CH”), is majority owned by Citadel Kensington Global Strategies Fund Ltd., a Bermuda company (“CKGSF”). Citadel Equity Fund Ltd. (“CEF”) is a subsidiary of CH. CKGSF and CH do not have control over the voting or disposition of securities held by CEF. Citadel Derivatives Group LLC (“CDG”) is majority owned by Citadel Derivatives Group Investors, LLC, a Delaware limited liability company (“CDGI”). CDGI does not have control over the voting or disposition of securities held by CDG. Citadel Derivatives Trading Ltd. (“CDT”) is majority owned by CLP Holdings LLC, a Delaware limited liability company (“CLPH”). CLPH does not have control over the voting or disposition of securities held by CDT.

Page 12 of 17

CUSIP NO. 896522109 13G Page 13 of 17 Pages

Citadel Holdings II LP

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited partnership

Citadel Advisors LLC

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Equity Fund Ltd.

c/o Citadel Investment Group, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Cayman Islands company

Citadel Derivatives Group LLC

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Delaware limited liability company

Citadel Derivatives Trading Ltd.

c/o Citadel Investment Group II, L.L.C.

131 S. Dearborn Street

32nd Floor

Chicago, Illinois 60603

Cayman Islands company

2(d) Title of Class of Securities:

Common Stock, par value $1.00.

2(e) CUSIP Number: 896522109

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;

Page 13 of 17

CUSIP NO. 896522109 13G Page 14 of 17 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 this statement is filed pursuant to Rule 13d-1(c), check this box. x

Item 4 Ownership:

CITADEL INVESTMENT GROUP, L.L.C.

CITADEL INVESTMENT GROUP II, L.L.C.

CITADEL LIMITED PARTNERSHIP

KENNETH GRIFFIN

CITADEL HOLDINGS I LP

CITADEL HOLDINGS II LP

CITADEL ADVISORS LLC

CITADEL EQUITY FUND LTD.

CITADEL DERIVATIVES GROUP LLC

CITADEL DERIVATIVES TRADING LTD.

(a) Amount beneficially owned:

5,644,126 shares

(b) Percent of Class:

Approximately 7.0% (12) as of the date of this filing

(c) Number of shares as to which such person has:

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

0

(12) See footnote 1 above.

Page 14 of 17

CUSIP NO. 896522109 13G Page 15 of 17 Pages

(ii) shared power to vote or to direct the vote:

See Item 4(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 4(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.

• 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.

Page 15 of 17

CUSIP NO. 896522109 13G Page 16 of 17 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 18th day of January, 2008

KENNETH GRIFFIN By: /s/ John C. Nagel John C. Nagel, attorney-in-fact* CITADEL LIMITED PARTNERSHIP By: Citadel Investment Group, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL DERIVATIVES GROUP LLC By: Citadel Holdings I LP, its Manager By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL INVESTMENT GROUP II, L.L.C. By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL HOLDINGS I LP By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory 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 CITADEL INVESTMENT GROUP, L.L.C. By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL DERIVATIVES TRADING LTD. By: Citadel Advisors LLC, its Portfolio Manager By: Citadel Holdings II LP, its Sole Managing Member By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory

Page 16 of 17

CUSIP NO. 896522109 13G Page 17 of 17 Pages

CITADEL HOLDINGS II LP By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory CITADEL ADVISORS LLC By: Citadel Holdings II LP, its Sole Managing Member By: Citadel Investment Group II, L.L.C., its General Partner By: /s/ John C. Nagel John C. Nagel, Authorized Signatory

Page 17 of 17