|
UAL
Corporation
|
|
(Name
of Issuer)
|
|
Common
Stock, $0.01 par value
|
|
(Title
of Class of Securities)
|
|
902549807
|
|
(CUSIP
Number)
|
|
December
31, 2009
|
|
Date
of Event Which Requires Filing of the
Statement
|
|
o
|
Rule
13d-1(b)
|
|
x
|
Rule
13d-1(c)
|
|
o
|
Rule
13d-1(d)
|
|
CUSIP
NO. 902549807
|
13G
|
Page
2 of 15 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
6,726,927
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
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.0%1
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IA;2
OO; HC
|
||
|
CUSIP
NO. 902549807
|
13G
|
Page
3 of 15 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
6,726,927
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)
4.0%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
||
|
CUSIP
NO. 902549807
|
13G
|
Page
4 of 15 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
6,726,927
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)
4.0%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
CUSIP
NO. 902549807
|
13G
|
Page
5 of 15 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
6,726,927
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)
4.0%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
CUSIP
NO. 902549807
|
13G
|
Page
6 of 15 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Convertible Opportunities 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
6,726,927
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)
4.0%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
CUSIP
NO. 902549807
|
13G
|
Page
7 of 15 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Global Equity Master 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
6,726,927
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)
4.0%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
|
CUSIP
NO. 902549807
|
13G
|
Page
8 of 15 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
6,726,927
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)
4.0%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
BD;
OO
|
||
|
CUSIP
NO. 902549807
|
13G
|
Page
9 of 15 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
6,726,927
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)
4.0%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
||
|
CUSIP
NO. 902549807
|
13G
|
Page
10 of 15 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
6,726,927
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)
4.0%
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
||
|
CUSIP
NO. 902549807
|
13G
|
Page
11 of 15 Pages
|
|
Item
1(a)
|
Name
of Issuer
|
|
Item
1(b)
|
Address
of Issuer's Principal Executive
Offices
|
|
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 Global Equity
Master Fund Ltd. (“CG”), Citadel Convertible Opportunities Ltd. (“CCO”),
Citadel Securities LLC (“Citadel Securities”), Citadel Investment Group
II, L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively with Citadel
Advisors, CH-II, CDT, CEF, CG, CCO, Citadel Securities 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 and/or other
securities convertible into such shares) owned by CDT, CEF, CG, Citadel
Securities and certain segregated accounts.3
|
|
|
Citadel
Advisors is the investment manager for CEF, CCO, CG and certain segregated
accounts, and the portfolio manager for CDT. CH-II is the
managing member of Citadel Advisors. Citadel Holdings I LP, a
Delaware limited partnership (“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. CH-II is organized as a limited partnership under the
laws of the State of Delaware. Each of CDT, CG, CCO and CEF 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
|
|
Item
2(e)
|
CUSIP
Number
|
|
3
|
This
Schedule 13G/A amends a Schedule 13G filed on August 13, 2009 by Citadel
Limited Partnership, the Reporting Persons named above and certain other
affiliated entities.
|
|
CUSIP
NO. 902549807
|
13G
|
Page
12 of 15 Pages
|
|
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;
|
|
|
(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;
|
|
Item
4
|
Ownership
|
|
|
(a)
|
The Reporting Persons may be
deemed to beneficially own 6,726,927 shares of Common
Stock.
|
|
|
(b)
|
The number of shares the
Reporting Persons may be deemed to beneficially own constitutes
approximately 4.0%4 of the Common Stock
outstanding.
|
|
|
(c)
|
Number
of shares as to which such Reporting Persons
have:
|
|
|
(i)
|
sole
power to vote or to direct the
vote: 0
|
|
|
(ii)
|
shared
power to vote or to direct the
vote: 6,726,927
|
|
|
(iii)
|
sole
power to dispose or to direct the disposition
of: 0
|
|
CUSIP
NO. 902549807
|
13G
|
Page
13 of 15 Pages
|
|
|
(iv)
|
shared
power to dispose or to direct the disposition
of: 6,726,927
|
|
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
|
|
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. 902549807
|
13G
|
Page
14 of 15 Pages
|
|
CITADEL
ADVISORS LLC
|
CITADEL
HOLDINGS II LP
|
||||
|
By:
|
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
CONVERTIBLE OPPORTUNITIES LTD.
|
CITADEL
GLOBAL EQUITY MASTER FUND LTD.
|
||||
| By: | Citadel Advisors LLC, |
By:
|
Citadel Advisors LLC,
|
||
| its Investment 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 | ||||
|
CUSIP
NO. 902549807
|
13G
|
Page
15 of 15 Pages
|
|
CITADEL SECURITIES
LLC
|
CITADEL
INVESTMENT GROUP II, L.L.C.
|
||||
|
By:
|
Citadel
Holdings I LP,
|
By:
|
/s/
John C. Nagel
|
||
|
its
Managing Member
|
John
C. Nagel, Authorized Signatory
|
||||
|
By:
|
Citadel
Investment Group II, L.L.C.,
|
|
|
||
|
its
General Partner
|
|
||||
|
By:
|
/s/
John C. Nagel
|
||||
|
John
C. Nagel, Authorized Signatory
|
|||||
| KENNETH GRIFFIN | |||||
| By: | /s/ John C. Nagel | ||||
| 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.
|