|
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. 2)*
|
|
Copa
Holdings, S.A.
|
||
|
(Name
of Issuer)
|
||
|
Common Stock
|
||
|
(Title
of Class of Securities)
|
||
|
P31076105
|
||
|
(CUSIP
Number)
|
||
|
December 31, 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
14
|
CUSIP
NO. P31076105
|
13G
|
Page 2 of
14 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)
¨
|
||
|
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
1,183,277
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)
Approximately
3.9%(1)
as of December 31, 2008
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
||
|
1
|
Based
on 30,416,440 outstanding shares of the Class A Common Stock of Issuer, as
reported in the Issuer’s Report of Foreign Issuer on Form 6-K as filed
with the Securities and Exchange Commission on November 13,
2008.
|
Page 2 of
14
|
CUSIP
NO. P31076105
|
13G
|
Page
3 of 14 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)
¨
|
||
|
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
1,183,277
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)
Approximately
3.9%(2)
as of December 31, 2008
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
||
2
See footnote 1 above.
Page 3 of
14
|
CUSIP
NO. P31076105
|
13G
|
Page
4 of 14 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)¨
|
||
|
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
1,183,277
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)
Approximately
3.9%(3)
as of December 31, 2008
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
||
3 See
footnote 1 above.
Page 4 of
14
|
CUSIP
NO. P31076105
|
13G
|
Page
5 of 14 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)
¨
|
||
|
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
1,183,277
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)
Approximately
3.9%(4)
as of December 31, 2008
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IN;
HC
|
||
4 See
footnote 1 above.
Page 5 of
14
|
CUSIP
NO. P31076105
|
13G
|
Page
6 of 14 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)
¨
|
||
|
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
1,183,277
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)
Approximately
3.9%(5)
as of December 31, 2008
|
||
|
12.
|
TYPE
OF REPORTING PERSON
PN;
HC
|
||
5 See
footnote 1 above.
Page 6 of
14
|
CUSIP
NO. P31076105
|
13G
|
Page 7
of 14 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)
¨
|
||
|
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
1,183,277
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)
Approximately
3.9%(6)
as of December 31, 2008
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO;
HC
|
||
Page 7 of
14
|
CUSIP
NO. P31076105
|
13G
|
Page 8
of 14 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)
¨
|
||
|
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
1,183,277
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)
Approximately
3.9%(7) as of December 31,
2008
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
Page 8 of
14
|
CUSIP
NO. P31076105
|
13G
|
Page 9
of 14 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)
¨
|
||
|
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
1,183,277
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)
Approximately
3.9%(8)
as of December 31, 2008
|
||
|
12.
|
TYPE
OF REPORTING PERSON
CO
|
||
Page 9 of
14
|
CUSIP
NO. P31076105
|
13G
|
Page
10 of 14 Pages
|
Item
1(a) Name
of Issuer: Copa Holdings,
S.A.
1(b)
Address of Issuer’s Principal Executive Offices:
Boulevard Costa del Este, Avenida
Principal y Avenida de la Rotonda
Urbanización Costa del
Este
Complejo Business Park, Torre
Norte
Parque Lefevre
Panama City, Panama
Item
2(a) Name
of Person Filing(9)
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 II LP
|
|
c/o
Citadel Investment Group II, L.L.C.
|
|
131
S. Dearborn Street
|
|
32nd
Floor
|
|
Chicago,
Illinois 60603
|
|
Delaware
limited partnership
|
|
9
|
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 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 10
of 14
|
CUSIP
NO. P31076105
|
13G
|
Page
11 of 14 Pages
|
|
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 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:
Class
A Common Stock, no par value.
2(e)
CUSIP
Number: P31076105
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;
|
Page 11
of 14
|
CUSIP
NO. P31076105
|
13G
|
Page
12 of 14 Pages
|
|
|
(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 II LP
CITADEL
ADVISORS LLC
CITADEL
EQUITY FUND LTD.
CITADEL
DERIVATIVES TRADING LTD.
(a) Amount
beneficially owned:
1,183,277
shares
(b) Percent
of Class:
Approximately
3.9%(10) as of December 31,
2008
(c) Number
of shares as to which such person has:
|
|
(i)
|
sole
power to vote or to direct the
vote:
|
|
|
0
|
|
|
(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.
|
Page 12
of 14
|
CUSIP
NO. P31076105
|
13G
|
Page
13 of 14 Pages
|
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 five 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.
* 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 13
of 14
|
CUSIP
NO. P31076105
|
13G
|
Page
14 of 14 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 13th day of February, 2009.
|
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
INVESTMENT GROUP II, L.L.C.
By: /s/ John C.
Nagel
John
C. Nagel, Authorized Signatory
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
|
CITADEL EQUITY FUND
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
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 14
of 14