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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
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(Rule
13d-102)
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Information
Statement Pursuant to Rules 13d-1 and 13d-2
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 5)*
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Photronics,
Inc.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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719405102
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(CUSIP
Number)
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December
31, 2006
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Date
of Event Which Requires Filing of the
Statement
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CUSIP
NO.
719405102
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13G
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Page 2 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Limited Partnership
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Illinois
limited partnership
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
2,962,513
shares
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.6% as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
PN;
HC
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CUSIP
NO.
719405102
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13G
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Page 3 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Investment Group, L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE
VOTING POWER
0
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|
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6.
|
SHARED
VOTING POWER
2,962,513
shares
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||
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7.
|
SOLE
DISPOSITIVE POWER
0
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||
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
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||
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.6% as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
OO;
HC
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CUSIP
NO.
719405102
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13G
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Page 4 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth
Griffin
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
|
|
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6.
|
SHARED
VOTING POWER
2,962,513
shares
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||
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7.
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SOLE
DISPOSITIVE POWER
0
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||
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
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11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.6% as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
IN;
HC
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CUSIP
NO.
719405102
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13G
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Page 5 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Equity Fund Ltd.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands company
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
|
|
|
6.
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SHARED
VOTING POWER
2,962,513
shares
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||
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7.
|
SOLE
DISPOSITIVE POWER
0
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||
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
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||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.6% as of the date of this filing
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12.
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TYPE
OF REPORTING PERSON
CO
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CUSIP
NO.
719405102
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13G
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Page 6 of 11 Pages |
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel
Derivatives Group LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
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||
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3.
|
SEC
USE ONLY
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||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE
VOTING POWER
0
|
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6.
|
SHARED
VOTING POWER
2,962,513
shares
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||
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7.
|
SOLE
DISPOSITIVE POWER
0
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||
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8.
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SHARED
DISPOSITIVE POWER
See
Row 6 above.
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above.
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||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
o
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||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
6.6% as of the date of this filing
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12.
|
TYPE
OF REPORTING PERSON
OO;
BD
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CUSIP
NO.
719405102
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13G
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Page 7 of 11 Pages |
| Item 1(a) |
Name
of Issuer: PHOTRONICS,
INC.
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1(b)
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Address
of Issuer’s Principal Executive
Offices:
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Item
2(a)
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Name
of Person Filing1
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Item
2(b)
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Address
of Principal Business Office
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Item
2(c)
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Citizenship
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Citadel
Limited Partnership
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Illinois
limited partnership
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Citadel
Investment Group, L.L.C.
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Delaware
limited liability company
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Kenneth
Griffin
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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U.S.
Citizen
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Citadel
Equity Fund Ltd.
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c/o
Citadel Investment Group, L.L.C.
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Cayman
Islands company
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Citadel
Derivatives Group LLC
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c/o
Citadel Investment Group, L.L.C.
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131
S. Dearborn Street
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32nd
Floor
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Chicago,
Illinois 60603
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Delaware
limited liability company
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CUSIP
NO.
719405102
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13G
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Page 8 of 11 Pages |
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2(d)
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Title
of Class of Securities:
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| 2(e) |
CUSIP
Number:
719405102
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Item
3
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If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or
(c),
check whether the person filing is
a:
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(a)
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[__]
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Broker
or dealer registered under Section 15 of the Exchange
Act;
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(b)
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[__]
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Bank
as defined in Section 3(a)(6) of the Exchange
Act;
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(c)
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[__]
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Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
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(d)
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[__]
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Investment
company registered under Section 8 of the Investment Company
Act;
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(e)
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[__]
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
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[__]
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An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
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(g)
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[__]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[__]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i)
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[__]
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A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company
Act;
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(j)
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[__]
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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| Item 4 |
Ownership:
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(a)
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Amount
beneficially owned:
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CUSIP
NO.
719405102
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13G
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Page 9 of 11 Pages |
| (b) |
Percent
of Class:
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(c)
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Number
of shares as to which such person
has:
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(i)
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sole
power to vote or to direct the
vote:
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(ii)
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shared
power to vote or to direct the
vote:
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See
Item 4(a) above.
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(iii)
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sole
power to dispose or to direct the disposition
of:
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(iv)
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shared
power to dispose or to direct the disposition
of:
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See
Item 4(a) above.
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Item
5
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Ownership
of Five Percent or Less of a Class:
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Not
Applicable.
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Item
6
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Ownership
of More than Five Percent on Behalf of Another
Person:
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Not
Applicable.
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Item
7
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Identification
and Classification of the Subsidiary which Acquired the Security
Being
Reported on by the Parent Holding
Company:
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See
Item 2 above.
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Item
8
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Identification
and Classification of Members of the
Group:
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Not
Applicable.
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Item
9
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Notice
of Dissolution of Group:
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Not
Applicable.
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Item
10
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Certification:
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CUSIP
NO.
719405102
|
13G
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Page 10 of 11 Pages |
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CUSIP
NO.
719405102
|
13G
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Page 11of 11 Pages |
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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, Director and
Associate General Counsel
CITADEL
DERIVATIVES GROUP LLC
By: Citadel
Limited Partnership,
its Managing Member
By: Citadel
Investment Group, L.L.C.,
its General Partner
By:
/s/
John C.
Nagel
John C. Nagel, Director and
Associate General Counsel
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CITADEL
EQUITY FUND LTD.
By: Citadel
Limited Partnership,
its Portfolio Manager
By: Citadel
Investment Group, L.L.C.,
its General Partner
By:
/s/
John C.
Nagel
John C. Nagel, Director and
Associate General Counsel
CITADEL
INVESTMENT GROUP, L.L.C.
By:
/s/
John C.
Nagel
John C. Nagel, Director and
Associate General Counsel
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