4/A 1 taunusf4adec_4-10.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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(f) of the Investment Company Act of 1940 [_] Check box if no longer subject of Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ________________________________________________________________________________ 1. Name and Address of Reporting Person* Taunus Corporation (1) -------------------------------------------------------------------------------- (Last) (First) (Middle) 31 West 52nd Street -------------------------------------------------------------------------------- (Street) New York NY 10019 -------------------------------------------------------------------------------- (City) (State) (Zip) ________________________________________________________________________________ 2. Issuer Name and Ticker or Trading Symbol AMERITRADE HOLDING CORPORATION (AMTD) ________________________________________________________________________________ 3. IRS Identification Number of Reporting Person, if an Entity (Voluntary) ________________________________________________________________________________ 4. Statement for Month/Year December/2001 ________________________________________________________________________________ 5. If Amendment, Date of Original (Month/Year) December/2001 ================================================================================ 6. Relationship of Reporting Person to Issuer (Check all applicable) [_] Director [X] 10% Owner [_] Officer (give title below) [_] Other (specify below) ________________________________________________________________________________ 7. Individual or Joint/Group Filing (Check applicable line) [_] Form filed by one Reporting Person [X] Form filed by more than one Reporting Person ________________________________________________________________________________ ================================================================================ Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned ================================================================================ 6. 4. 5. Owner- Securities Acquired (A) or Amount of ship 3. Disposed of (D) Securities Form: 7. Transaction (Instr. 3, 4 and 5) Beneficially Direct Nature of 2. Code ------------------------------- Owned at End (D) or Indirect 1. Transaction (Instr. 8) (A) of Month Indirect Beneficial Title of Security Date ------------ Amount or Price (Instr. 3 (I) Ownership (Instr. 3) (mm/dd/yy) Code V (D) and 4) (Instr.4) (Instr. 4) ------------------------------------------------------------------------------------------------------------------------------------ Class A Common Stock, par value 12/05/2001 S 4,700 (D) $6.50 25,671,682 I (1) Through $0.01 per share (1) wholly-owned subsidiaries (1) Class A Common Stock, par value 12/06/2001 S 46,900 (D) $6.54 25,624,782 I (1) Through $0.01 per share (1) wholly-owned subsidiaries (1) Class A Common Stock, par value 12/07/2001 S 217,000 (D) $6.80 25,407,782 I (1) Through $0.01 per share (1) wholly-owned subsidiaries (1) Class A Common Stock, par value 12/10/2001 S 43,000 (D) $6.52 25,364,782 I (1) Through $0.01 per share (1) wholly-owned subsidiaries (1) Class A Common Stock, par value 12/11/2001 S 40,500 (D) $6.52 25,324,282 I (1) Through $0.01 per share (1) wholly-owned subsidiaries (1) Class A Common Stock, par value 12/12/2001 S 16,200 (D) $6.54 25,308,082 I (1) Through $0.01 per share (1) wholly-owned subsidiaries (1) Class A Common Stock, par value 12/19/2001 S 3,300 (D) $6.50 25,304,782 I (1) Through $0.01 per share (1) wholly-owned subsidiaries (1) ====================================================================================================================================

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v). FORM 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) ================================================================================

Explanation of Responses: See Continuation Sheet ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure. TAUNUS CORPORATION By: /s/ Douglas Barnard -------------------------------------- Name: Douglas Barnard Title: Managing Director and Chief Financial Officer By: /s/ John Cipriani -------------------------------------- Name: John Cipriani Title: Director and Assistant Treasurer BT INVESTMENT PARTNERS INC. By: /s/ Debbie Hodges -------------------------------------- Name: Debbie Hodges Title: Authorized Signatory Continuation Sheet to Form 4 ================================================================================ 1. Name and Address of Reporting Person Taunus Corporation 31 West 52nd Street New York, New York 10019 2. Statement for (Month/Year) December 2001 3. Issuer Name and Ticker or Trading Symbol AMERITRADE HOLDING CORPORATION (AMTD) ================================================================================ Explanation of Responses (1) National Discount Brokers Group, Inc. ("NDB Group"), a wholly-owned subsidiary of Taunus Corporation ("Taunus"), entered into a purchase agreement (the "Agreement") with Ameritrade Holding Corporation (the "Issuer") dated as of July 30, 2001 pursuant to which, and subject to the terms and conditions thereof, NDB Group had the right to acquire between 21,386,112 and 32,079,167 shares of the Issuer's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), representing 11.0% and 15.7%, respectively, of the shares of Class A Common Stock outstanding on such date (based on the 172,921,099 shares of Class A Common Stock represented by Issuer as being outstanding on such date). The precise number of shares of Class A Common Stock that NDB Group had the right to acquire, subject to the terms and conditions of the Agreement, depended solely on the market price for the Class A Common Stock during a designated period. Taunus and NDB Group jointly filed a Form 3 (the "Original Form 3") on August 9, 2001 to report such transaction, in which each expressly declared, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended, that the filing of such Original Form 3 was not to be construed as an admission that it was, for the purposes of Section 16 of such Act or otherwise, the beneficial owner of such securities. Such transaction closed on September 6, 2001, as a result of which BT Investment Partners Inc., a wholly-owned subsidiary of Taunus designated by NDB Group pursuant to the Agreement ("BTIP"), acquired 26,027,282 shares of Class A Common Stock, representing 13.1%, of the shares of Class A Common Stock outstanding (based on the 172,921,099 shares of Class A Common Stock reported by Issuer, in its Form 10-Q filed on August 13, 2001, as being outstanding as of August 8, 2001). The Original Form 3 was amended in its entirety by a Form 3 filing that reported the beneficial ownership of such 26,027,282 shares of Class A Common Stock acquired by BTIP. A Form 4 with respect to dispositions by BTIP during November 2001 of certain of such shares was filed on December 10, 2001 and amended Forms 4 with respect to dispositions by BTIP during November 2001 were filed on each of January 10, 2002 and the date hereof. This Form 4 amends the Form 4 filed on January 10, 2002 and reports the disposition by BTIP during December 2001 of certain of such shares. The principal place of business of BTIP is 31 West 52nd Street, New York, New York 10019. The principal place of business of Taunus is 31 West 52nd Street, New York, New York 10019. Beneficial ownership by BTIP and other affiliates of Taunus is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (effective February 17, 1998) relating to organizations, such as Taunus, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by BTIP are exercised independently from Taunus, and from all other subsidiaries of Taunus (Taunus, its affiliates and subsidiaries other than BTIP are collectively referred to herein as the "Taunus affiliates"). Internal policies and procedures of BTIP and the Taunus affiliates establish informational barriers that prevent the flow between BTIP and the Taunus affiliates of information that relates to the voting and investment powers over the securities beneficially owned by each of them. Taunus hereby disclaims beneficial ownership pursuant to Rule 16a-1(a)(4) of the Securities and Exchange Act of 1934, as amended, of the securities reported on this Form 4 that are beneficially owned by BTIP.

AMERITRADE HOLDING CORP 4/A