- Amended Statement of Beneficial Ownership (SC 13D/A)
December 23 2009 - 12:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)
(Name of Issuer)
Common Stock, $0.00025 par value
(Title of Class of Securities)
(CUSIP NUMBER)
Sanjiv S. Sidhu
10221 Inwood Road, Dallas, Texas 75229
Tel. No.: (214) 363-9383
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
—
with copies to —
J. Kenneth Menges, Jr., P.C.
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
13d-1(f) or 13d-1(g) check the following box
o
The information required in 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, as amended (the “Act”), or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
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CUSIP No.
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465754208
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13D/A
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1
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NAME OF REPORTING PERSON
Sanjiv S. Sidhu
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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7
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SOLE VOTING POWER
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NUMBER OF
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2,664,319
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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787,120
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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2,664,319
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WITH
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10
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SHARED DISPOSITIVE POWER
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787,120
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,451,439
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.1%
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14
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TYPE OF REPORTING PERSON*
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IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No.
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465754208
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13D/A
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1
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NAME OF REPORTING PERSON
Sidhu-Singh Family Investments, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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785,920
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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785,920
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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785,920
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.4%
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14
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TYPE OF REPORTING PERSON*
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PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No.
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465754208
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13D/A
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1
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NAME OF REPORTING PERSON
Sidhu-Singh Family Foundation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP*
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS*
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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7
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SOLE VOTING POWER
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NUMBER OF
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1,200
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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0
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,200
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WITH
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,200
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES*
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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Less than 0.1%
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14
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TYPE OF REPORTING PERSON*
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CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
AMENDMENT NO. 4 TO SCHEDULE 13D
This Amendment No. 4 to Schedule 13D (this “Amendment”) is being filed on behalf of (i) Sanjiv
S. Sidhu, (ii) Sidhu-Singh Family Investments, Ltd., and (iii) Sidhu-Singh Family Foundation,
relating to shares of common stock, par value $0.00025 per share of i2 Technologies, Inc., a
Delaware corporation. This Amendment modifies the original Schedule 13D filed on June 7, 2004, as
amended by Amendments filed on August 27, 2009, November 16, 2009 and December 9, 2009.
Item 5.
Interest in Securities of the Issuer
Item 5 of Schedule 13D is hereby amended and restated as follows:
(a) As of November 2, 2009, there were 22,784,906 issued and outstanding shares of Common
Stock of the Issuer as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 6, 2009. Mr. Sidhu beneficially owns an aggregate
of 3,451,439 shares, or 15.1%, of the Common Stock of the Issuer. Sidhu-Singh Family Investments,
Ltd. beneficially owns an aggregate of 785,920 shares, or 3.4%, of the Common Stock of the Issuer.
Sidhu-Singh Family Foundation beneficially owns an aggregate of 1,200 shares, or less than 0.1%, of
the Common Stock of the Issuer.
(b) Mr. Sidhu has sole power to vote or to direct the vote and sole power to dispose or to
direct the disposition of 2,664,319 shares of Common Stock of the Issuer. Mr. Sidhu has shared
power to vote or to direct the vote and shared power to dispose or to direct the disposition of
787,120 shares of Common Stock of the Issuer as general partner of Sidhu-Singh Family Investments,
Ltd and as Director and Vice President of Sidhu-Singh Family Foundation. Sidhu-Singh Family
Investments, Ltd. has sole power to vote or direct the vote and to dispose or to direct the
disposition of 785,920 shares of Common Stock of the Issuer. Sidhu-Singh Family Foundation has
sole power to vote or direct the vote and to dispose or to direct the disposition of 1,200 shares
of Common Stock of the Issuer. As general partner of Sidhu-Singh Family Investments, Ltd. and a
Director and Vice President of Sidhu-Singh Family Foundation, Mr. Sidhu may be deemed to be the
beneficial owner of the shares of Common Stock of the Issuer held by Sidhu-Singh Family
Investments, Ltd. and Sidhu-Singh Family Foundation. Mr. Sidhu disclaims beneficial ownership in
the shares of common stock of i2 Technologies, Inc. held by Sidhu-Singh Family Investments, Ltd.
and Sidhu-Singh Family Foundation except to the extent of his pecuniary interest.
(c) The transactions in the Issuer’s securities by the members of the Sidhu Reporting Group in
the last sixty days are listed on Annex A hereto and made a part hereof. Such transactions were
conducted on the open market under Rule 144 of the Securities Act of 1933.
(d) Not Applicable.
(e) Not Applicable.
[Remainder of Page Intentionally Left Blank]
Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: December 23, 2009
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/s/
Sanjiv S. Sidhu
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Sanjiv S. Sidhu
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SIDHU-SINGH FAMILY INVESTMENTS, LTD.
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By:
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/s/
Sanjiv S. Sidhu
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Name:
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Sanjiv S. Sidhu
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Title:
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Managing General Partner
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SIDHU-SINGH FAMILY FOUNDATION
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By:
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/s/
Sanjiv S. Sidhu
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Name:
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Sanjiv S. Sidhu
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Title:
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Director
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Annex A
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Number of Shares
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Reporting Person
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Date
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Purchased/(Sold)
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Price per Share
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Sanjiv S. Sidhu
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12/08/2009
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(30,888
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$
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18.70
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Sanjiv S. Sidhu
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12/17/2009
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(123,512
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$
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18.70
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1
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Sanjiv S. Sidhu
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12/18/2009
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(140,158
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$
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18.88
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2
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Sidhu-Singh Family
Investments, Ltd.
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12/08/2009
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(9,123
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$
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18.70
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Sidhu-Singh Family
Investments, Ltd.
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12/17/2009
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(36,477
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$
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18.70
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1
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Sidhu-Singh Family
Investments, Ltd.
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12/18/2009
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(41,394
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$
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18.88
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2
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1
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The price reported is a weighted average price. These
shares were sold in multiple transactions at prices ranging from $18.700 to
$18.705, inclusive. The reporting person undertakes to provide i2
Technologies, Inc., any security holder of i2 Technologies, Inc., or the staff
of the Securities and Exchange Commission, upon request, full information
regarding the number of shares sold at each separate price within the ranges
set forth in footnotes 1 through 2 to this Annex A.
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2
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The price reported is a weighed average price. These
shares were sold in multiple transactions at prices ranging from $18.80 to
19.08, inclusive.
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