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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)(1)
Jefferies Group, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
472319102
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(CUSIP Number)
December 31, 2006
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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(1) 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 the disclosures provided in a prior cover page.
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 ("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).
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CUSIP NO. 472319102 13G Page 2 of 6
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Jefferies Group, Inc. Employee Stock Ownership Plan (the "ESOP"), Plan
Administrator of the ESOP (the "Administrator"), and the ESOP Trust.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
The ESOP is a defined contribution plan qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended. The ESOP Trust holds
the assets of the ESOP. The assets of the ESOP Trust have a situs in,
and the ESOP and the ESOP Trust are construed, enforced, and
administered according to the laws of the State of California.
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5. Sole Voting Power
7,988 shares of common stock
Number of -----------------------------------------------------------------
Shares 6. Shared Voting Power
Beneficially 0 shares of common stock
Owned by -----------------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 7,988 shares of common stock
Person With -----------------------------------------------------------------
8. Shared Dispositive Power
9,421,824 shares
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
9,429,812 shares of common stock
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
[ ]
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11. Percent of Class Represented by Amount in Row (9)
7.9%
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12. Type of Reporting Person (See Instructions)
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 472319102 13G Page 3 of 6
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Item 1.
(a) Name of Issuer:
Jefferies Group, Inc.
(b) Address of Issuer's Principal Executive Offices:
520 Madison Avenue, 12th Floor, New York, New York 10022
ITEM 2.
(a) Name of Person Filing:
Jefferies Group, Inc. Employee Stock Ownership Plan (the "ESOP");
Plan Administrator of the ESOP (the "Administrator"); and
The ESOP Trust.
(b) Address of Principal Business Office or, if none, Residence:
Jefferies Group, Inc.
c/o ESOP Administrator
11100 Santa Monica Blvd., 11th Floor, Los Angeles, California 90025
(c) Citizenship:
The ESOP is a defined contribution plan qualified under Section
401(a) of the Internal Revenue Code of 1986, as amended. The ESOP
Trust holds the assets of the ESOP. The assets of the ESOP Trust
have a situs in, and the ESOP and the ESOP Trust are construed,
enforced, and administered according to the laws of the State of
California.
(d) Title of Class of Securities:
Common Stock, par value $.0001
(e) CUSIP Number:
472319102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8);
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CUSIP NO. 472319102 13G Page 4 of 6
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(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [X] 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)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with Rule13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
The following sets forth beneficial ownership information at December 31,
2004:
(a) Amount beneficially owned: 9,429,812
(b) Percent of class: 7.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 7,988
(ii) Shared power to vote or direct the vote: 0
(iii) Sole power to dispose or direct the disposition of: 7,988
(iv) Shared power to dispose or direct the disposition of: 9,421,824
At December 31, 2006, a total of 9,429,812 shares of common stock of
Jefferies Group, Inc. (the "Company") were held in the ESOP Trust, of which
9,421,824 shares were allocated to the accounts of participants.
The Plan Administrator is a committee of at least three members appointed
by the Board of Directors of the Company. All acts of the Plan Administrator are
by a majority of the committee members. The Plan Administrator is the principal
fiduciary with respect to the operation and maintenance of the ESOP, with
authority to determine the timing of the purchase of shares of common stock.
Any securities purchased by the ESOP are purchased by Wells Fargo Bank,
the trustee of the ESOP Trust (the "ESOP Trustee"), as directed by the Plan
Administrator. The Plan Administrator, the ESOP, the ESOP Trust, and the ESOP
Trustee may be deemed to have shared dispositive power over the common stock
held in the ESOP Trust.
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CUSIP NO. 472319102 13G Page 5 of 6
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The terms of the ESOP provide for the voting rights associated with the
common stock held by the ESOP Trust to be passed through and exercised
exclusively by the participants in the ESOP to the extent that such securities
are allocated to ESOP participants' accounts. Any shares held in the unallocated
account maintained by the ESOP Trustee prior to their allocation to the accounts
of ESOP participants are voted by the ESOP Trustee at the direction of the Plan
Administrator.
The current members of the committee acting as Plan Administrator are:
James R. McKenzie, Robert J. Welch, David J. Losito, Joshua L. Targoff and
Richard B. Shane, Jr. Pursuant to Rule 13d-4, each such member disclaims
beneficial ownership of shares of common stock that may be deemed to be
beneficially owned by the ESOP Trust, except that each such member does not
disclaim beneficial ownership of those shares in which he has beneficial
ownership as a participant in the ESOP.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Under the instruments governing the ESOP and the ESOP Trust, the ESOP
Trustee is empowered to receive or direct the receipt of dividends from, and the
proceeds from the sale of, all shares held in the ESOP Trust for the exclusive
benefit of the participants in the ESOP.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL
PERSON.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF A 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 acquired and are held in the
ordinary course of business and 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.
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CUSIP NO. 472319102 13G Page 6 of 6
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated : February 13, 2007
Plan Administrator, Jefferies Group, Inc. Employee Stock Ownership Plan
Jefferies Group, Inc. Employee Stock Ownership Plan
Jefferies Group, Inc. Employee Stock Ownership Plan Trust
By: Plan Administrator,
Jefferies Group, Inc. Employee Stock Ownership Plan
By: /s/ Joshua L. Targoff
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Joshua L. Targoff