Edgar Filing: I2 TECHNOLOGIES INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DONOHOO ROBERT C

2. Issuer Name and Ticker or Trading Symbol
I2 TECHNOLOGIES INC [ITWO]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Sr VP, Secretary & Gen Counsel

(Last)

(First)

(Middle)

I2, 11701 LUNA ROAD

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2006

(Street)

DALLAS, TX 75234

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽¹⁾

05/31/2006

3,970

05/15/2007⁽²⁾

⁽²⁾

Common Stock

3,970

⁽³⁾

3,970

Stock Options (Right to Buy)

$ 46.25

05/31/2006

266

⁽⁴⁾

12/14/2013

Common Stock

266

⁽⁵⁾

Stock Options (Right to Buy)

$ 46.25

05/31/2006

3,921

⁽⁶⁾

12/14/2013

Common Stock

3,921

⁽⁷⁾

Stock Options (Right to Buy)

$ 52.5

05/31/2006

10,000

⁽⁸⁾

11/16/2013

Common Stock

10,000

⁽⁹⁾

Stock Options (Right to Buy)

$ 143.75

05/31/2006

1,400

⁽¹⁰⁾

02/17/2012

Common Stock

1,400

⁽¹¹⁾

Stock Options (Right to Buy)

$ 181.75

05/31/2006

266

⁽¹²⁾

11/15/2011

Common Stock

266

⁽¹³⁾

Stock Options (Right to Buy)

$ 107.25

05/31/2006

1,320

⁽¹⁴⁾

10/16/2011

Common Stock

1,320

⁽¹⁵⁾

Stock Options (Right to Buy)

$ 107.25

05/31/2006

1,319

⁽¹⁶⁾

10/16/2011

Common Stock

1,319

⁽¹⁷⁾

Stock Options (Right to Buy)

$ 107.25

05/31/2006

219

⁽¹⁶⁾

10/16/2011

Common Stock

219

⁽¹⁸⁾

Stock Options (Right to Buy)

$ 107.25

05/31/2006

439

⁽¹⁹⁾

10/16/2011

Common Stock

439

⁽²⁰⁾

Stock Options (Right to Buy)

$ 107.25

05/31/2006

1,999

⁽²¹⁾

10/16/2011

Common Stock

1,999

⁽²²⁾

Stock Options (Right to Buy)

$ 107.25

05/31/2006

799

⁽²³⁾

10/16/2011

Common Stock

799

⁽²⁴⁾

Stock Options (Right to Buy)

$ 553.91

05/31/2006

899

⁽²⁵⁾

11/28/2009

Common Stock

899

⁽²⁶⁾

Stock Options (Right to Buy)

$ 197.66

05/31/2006

⁽²⁷⁾

09/06/2009

Common Stock

⁽²⁸⁾

Stock Options (Right to Buy)

$ 195.31

05/31/2006

899

⁽²⁹⁾

07/25/2009

Common Stock

899

⁽³⁰⁾

Stock Options (Right to Buy)

$ 87.11

05/31/2006

1,600

⁽³¹⁾

10/20/2008

Common Stock

1,600

⁽³²⁾

Stock Options (Right to Buy)

$ 127.73

05/31/2006

480

⁽³³⁾

12/14/2007

Common Stock

480

⁽³⁴⁾

Stock Options (Right to Buy)

$ 87.5

05/31/2006

400

⁽³⁵⁾

06/22/2007

Common Stock

400

⁽³⁶⁾

Stock Options (Right to Buy)

$ 93.95

05/31/2006

⁽³⁷⁾

02/05/2007

Common Stock

⁽³⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DONOHOO ROBERT C I2 11701 LUNA ROAD DALLAS, TX 75234			Sr VP, Secretary & Gen Counsel

Signatures

Robin Gunter, Attorney-in-Fact		06/02/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each restricted stock unit represents a contingent right to receive one share of ITWO common stock.
(2)	The restricted stock units vest in two equal annual installments beginning May 15, 2007.
(3)	On May 31, 2006, i2 Technologies canceled, pursuant to i2's Option Exchange Program, various option grants issued to the reporting person totalling 26,330 shares with exercise prices of $46.25 and above. In exchange for these options, the reporting person received a grant for 3,970 restricted stock units.
(4)	The canceled option was fully vested.
(5)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 53 restricted stock units.
(6)	The canceled option provided for vesting as to 1% on 12-15-2003; 24% on 12-15-2004; the remaining shares vested in 36 equal monthly installments thereafter.
(7)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 782 restricted stock units.
(8)	The canceled option provided for vesting as to 1% on 11-17-2003; 24% on 02-17-2004; the remaining shares vested in 36 equal monthly installments thereafter.
(9)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 2,000 restricted stock units.
(10)	The canceled option provided for vesting as to 25% on 01-21-2003; the remaining shares vested in 36 equal monthly installments thereafter.
(11)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 127 restricted stock units.
(12)	The canceled option provided for vesting in 24 equal monthly installments beginning 12-16-2001.
(13)	Pursuant to i2's Option Exchange Program, in exchange for this opt6ion, reporting person received 24 restricted stock units.
(14)	The canceled option provided for vesting as to 25% on 11-20-2001; the remaining shares vested in 36 equal monthly installments thereafter.
(15)	Pursuant to i2's Option Exchange Program, in exchange for this option, the reporting person received 120 restricted stock units.
(16)	The canceled option provided for vesting as to 25% on 09-18-2001; the remaining shares vested in 36 equal monthly installments thereafter.
(17)	Pursuant to i2's Option Exchange Program, in exchange for this option, the reporting person received 119 restricted stock units.
(18)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 19 restricted stock units.
(19)	The canceled option provided for vesting as to 25% on 07-01-2001; the remaining shares vested in 36 equal monthly installments thereafter.
(20)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 39 restricted stock units.
(21)	The canceled option provided for vesting as to 25% on 04-17-2002; the remaining shares vested in 36 equal monthy installments thereafter.
(22)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 181 restricted stock units.
(23)	The canceled option provided for vesting as to 25% on 08-17-2002; the remaining shares vested in 36 equal monthly installments thereafter.
(24)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 72 restricted stock units.
(25)	The canceled option provided for vesting in four equal annual installments beginning 11-29-2000.
(26)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 12 restricted stock units.
(27)	The canceled option provided for vesting in four equal annual installments beginning 08-27-2000.
(28)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 2 restricted stock units.
(29)	The canceled option provided for vesting in four equal annual installments beginning 07-26-2000.
(30)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 81 restricted stock units.
(31)	The canceled option provided for vesting in four equal annual installments beginning 10-21-1999.
(32)	Pursuant to i2's Option Exchange Program in exchange for this option, reporting person received 228 restricted stock units.
(33)	The canceled option provided for vesting in four equal annual installments beginning on 12-15-1998.
(34)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 43 restricted stock units.
(35)	The canceled option provided for vesting in four equal annual installments beginning 06-23-1998.
(36)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 57 restricted stock units.
(37)	The canceled option provided for vesting in four equal annual installments beginning 02-06-1998.
(38)	Pursuant to i2's Option Exchange Program, in exchange for this option, reporting person received 11 restricted stock units.

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