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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)1
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
1 | The remainder of this cover page shall be filled out for a reporting persons 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. |
CUSIP No. |
472319102 |
Page | 2 |
of | 5 |
1 | NAMES OF REPORTING PERSONS Richard B. Handler |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
U.S.A. | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 8,373,747 shares of common stock at December 31, 2007 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 2,252,196 shares of common stock at December 31, 2007 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 8,151,955 shares of common stock at December 31, 2007 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
2,252,196 shares of common stock at December 31, 2007 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
10,625,943 shares of common stock at December 31, 2007 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
CUSIP No. |
472319102 |
Page | 3 |
of | 5 |
Item 1. |
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(a)
|
Name of Issuer: | |
Jefferies Group, Inc. | ||
(b)
|
Address of Issuers Principal Executive Offices: | |
520 Madison Avenue, 12th Floor, New York, New York 10022 | ||
Item 2. |
||
(a)
|
Name of Person Filing: | |
Richard B. Handler | ||
(b)
|
Address of Principal Business Office or, if none, Residence: | |
c/o Jefferies & Company, Inc. The Metro Center, One Station Place, Three North, Stamford, Connecticut 06902 |
||
(c)
|
Citizenship: | |
U.S.A. | ||
(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)
|
o | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
(b)
|
o | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c)
|
o | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d)
|
o | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e)
|
o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
CUSIP No. |
472319102 |
Page | 4 |
of | 5 |
(g)
|
o | A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); | ||
(h)
|
o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i)
|
o | 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)
|
o | Group, in accordance with Rule13d-1(b)(1)(ii)(J). |
Item 4. | Ownership. |
(a) | Amount beneficially owned: | 10,625,943 | ||||||
(b) | Percent of class: | 8.1 | % | |||||
(c) | Number of shares as to which the person has: | |||||||
(i) | Sole power to vote or to direct the vote: | 8,373,747 | ||||||
(ii) | Shared power to vote or direct the vote: | 2,252,196 | ||||||
(iii) | Sole power to dispose or direct the disposition of: | 8,151,955 | ||||||
(iv) | Shared power to dispose or direct the disposition of: | 2,252,196 |
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. | |
Not Applicable. | ||
Item 7.
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
CUSIP No. |
472319102 |
Page | 5 |
of | 5 |
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. | |
Not Applicable. |
Date: February 13, 2007 | /s/ Roland T. Kelly | |||
Roland T. Kelly, on behalf of | ||||
Richard B. Handler, by power of attorney | ||||