ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ATTICUS CAPITAL LLC

(Last)

(First)

(Middle)

152 WEST 57TH STREET

45TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARCHIPELAGO HOLDINGS INC [ AX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/21/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Total Return Equity Swap	$40.759	10/21/2005		J/K⁽¹⁾		1		⁽²⁾	⁽²⁾	Common Stock	300,000	⁽¹⁾	1⁽¹³⁾	I	See Footnote⁽³⁾
Total Return Equity Swap	$43.2901	10/24/2005		J/K⁽⁴⁾		1		⁽²⁾	⁽²⁾	Common Stock	300,000	⁽⁴⁾	2⁽¹³⁾	I	See Footnote⁽³⁾
Total Return Equity Swap	$44.0139	10/25/2005		J/K⁽⁵⁾		1		⁽²⁾	⁽²⁾	Common Stock	100,000	⁽⁵⁾	3⁽¹³⁾	I	See Footnote⁽³⁾
Total Return Equity Swap	$47.5334	10/26/2005		J/K⁽⁶⁾		1		⁽²⁾	⁽²⁾	Common Stock	150,000	⁽⁶⁾	4⁽¹³⁾	I	See Footnote⁽³⁾
Total Return Equity Swap	$46.9629	10/27/2005		J/K⁽⁷⁾		1		⁽²⁾	⁽²⁾	Common Stock	100,000	⁽⁷⁾	5⁽¹³⁾	I	See Footnote⁽³⁾
Total Return Equity Swap	$46.5561	10/28/2005		J/K⁽⁸⁾		1		⁽²⁾	⁽²⁾	Common Stock	100,000	⁽⁸⁾	6⁽¹³⁾	I	See Footnote⁽³⁾
Total Return Equity Swap	$48.0173	10/31/2005		J/K⁽⁹⁾		1		⁽²⁾	⁽²⁾	Common Stock	136,000	⁽⁹⁾	7⁽¹³⁾	I	See Footnote⁽³⁾
Total Return Equity Swap	$47.4488	11/01/2005		J/K⁽¹⁰⁾		1		⁽²⁾	⁽²⁾	Common Stock	88,900	⁽¹⁰⁾	8⁽¹³⁾	I	See Footnote⁽³⁾
Total Return Equity Swap	$48.8311	11/02/2005		J/K⁽¹¹⁾		1		⁽²⁾	⁽²⁾	Common Stock	81,654	⁽¹¹⁾	9⁽¹³⁾	I	See Footnote⁽³⁾
Total Return Equity Swap	$51.2302	11/03/2005		J/K⁽¹²⁾		1		⁽²⁾	⁽²⁾	Common Stock	162,660	⁽¹²⁾	10⁽¹³⁾	I	See Footnote⁽³⁾

1. Name and Address of Reporting Person^*

ATTICUS CAPITAL LLC

(Last)

(First)

(Middle)

152 WEST 57TH STREET

45TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BARAKETT TIMOTHY R

(Last)

(First)

(Middle)

152 WEST 57TH STREET

45TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Effective October 21, 2005, various Funds and Accounts (as defined in Note 3) entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 300,000 notional shares of Common Stock at a price of $40.7590 per notional share.

2. Not applicable. The total return equity swaps will settle one year from the date of entering into the swap, except as otherwise settled or extended, or as otherwise provided in accordance with the terms of the related ISDA master agreement or annexes thereto.

3. Mr. Barakett, who is an additional Reporting Person, is the Chairman, Chief Executive Officer and Managing Member of Atticus Capital, L.L.C., a Delaware limited liability company ("Atticus Capital"). Atticus Capital and certain of its affiliated entities (collectively, the "Atticus Entities") act as advisers for various investment funds (the "Funds") and managed accounts (the "Accounts"). Based on his relationship with the Atticus Entities, Mr. Barakett may be deemed to be a beneficial owner of the Securities owned by the Funds and the Accounts for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934 (the "Exchange Act"). Mr. Barakett and Atticus Capital disclaim beneficial ownership within the meaning of Rule 16a-1(a)(2) under the Exchange Act in the Securities owned by the Funds and the Accounts except to the extent, if any, of their pecuniary interest therein.

4. Effective October 24, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 300,000 notional shares of Common Stock at a price of $43.2901 per notional share.

5. Effective October 25, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 100,000 notional shares of Common Stock at a price of $44.0139 per notional share.

6. Effective October 26, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 150,000 notional shares of Common Stock at a price of $47.5334 per notional share.

7. Effective October 27, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 100,000 notional shares of Common Stock at a price of $46.9629 per notional share.

8. Effective October 28, 2005, various Funds and Accounts entered into a long position in total return equity swaps with a securities broker in respect of an aggregate of 100,000 notional shares of Common Stock at a price of $46.5561 per notional share.

9. Effective October 31, 2005, various Funds and Accounts entered into a long position in total return equity swaps with a securities broker in respect of an aggregate of 136,000 notional shares of Common Stock at a price of $48.0173 per notional share.

10. Effective November 1, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 88,900 notional shares of Common Stock at a price of $47.4488 per notional share.

11. Effective November 2, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 81,654 notional shares of Common Stock at a price of $48.8311 per notional share.

12. Effective November 3, 2005, various Funds and Accounts entered into long positions in total return equity swaps with a securities broker in respect of an aggregate of 162,660 notional shares of Common Stock at a price of $51.2302 per notional share.

13. Refers to total return equity swaps reported here.

Remarks:

	Atticus Capital, L.L.C., by Timothy R. Barakett, Managing Member, by John F. Brown, attorney-in-fact	11/08/2005
	Timothy R. Barakett, by John F. Brown, attorney-in-fact	11/08/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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