SEC Info - Tudor Investment Corp. et al, et al. - ‘5’ for 12/31/05 re: RCN Corp./DE

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

TUDOR INVESTMENT CORP ET AL

(Last)

(First)

(Middle)

ATTN: STEPHEN N. WALDMAN

1275 KING STREET

(Street)

GREENWICH

06831-2936

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RCN CORP /DE/ [ RCNIV ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/05

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

6. 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
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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	4/15/05 ⁽¹⁾ ⁽²⁾ ⁽⁶⁾		A	0 ⁽⁶⁾	A	$0 ⁽⁶⁾	7,048,205	I ⁽³⁾ ⁽⁴⁾	See Footnote ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Second Lien Note	$25.16			3			12/21/04	7/15/12	Convertible Second Lien Notes	0 ⁽⁷⁾		798,451 ⁽⁷⁾	I ⁽³⁾ ⁽⁴⁾	See Footnote ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾ ⁽⁷⁾

1. Name and Address of Reporting Person^*

TUDOR INVESTMENT CORP ET AL

(Last)

(First)

(Middle)

ATTN: STEPHEN N. WALDMAN

1275 KING STREET

(Street)

GREENWICH

06831-2936

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

JONES PAUL TUDOR II

(Last)

(First)

(Middle)

C/O TUDOR INVESTMENT CORPORATION

1275 KING STREET

(Street)

GREENWICH

06831-2936

(City)

(State)

(Zip)

Explanation of Responses:

(1) This Form 5 filing is being filed voluntarily to update the number of shares held by the reporting persons

(2) In connection with a reorganization (the "Reorganization") of RCN Corporation (the "Company") that became effective on December 21, 2004, The Tudor BVI Global Portfolio Ltd. ("BVI"), The Raptor Global Portfolio Ltd. ("Raptor"), The Altar Rock Fund L.P. ("Altar Rock"), and Tudor Proprietary Trading, L.L.C ("TPT") received the following shares of Common Stock, respectively: 1,052,033, 4,730,329, 51,990, and 563,621.

(3) Tudor Investment Corporation ("TIC") is the investment adviser, trading advisor, or general partner to each of BVI, Raptor, and Altar Rock, and is an affiliate of TPT. TIC disclaims beneficial ownership of the securities reported herein as indirectly owned except to the extent of its pecuniary interest in such securities.

(4) The Common Stock (the "Shares) are reported herein as indirectly beneficially owned by Paul Tudor Jones II. The Shares are owned indirectly by TIC (see Footnote 3) and directly by BVI, Raptor, Altar Rock, and TPT (see Footnote 2, 5, 6 and 7). Because Mr. Jones is the controlling shareholder of TIC and the indirect controlling equity holder of TPT, Mr. Jones may be deemed to beneficially own the Shares deemed beneficially owned by each of such entities. Mr. Jones expressly disclaims such beneficial ownership.

(5) The Shares reported herein as indirectly beneficially owned are directly beneficially owned by BVI, Raptor, Altar Rock, and TPT. BVI, Raptor, Altar Rock, and TPT own 1,290,232, 5,801,420, 63,752, 691,252 shares of Common Stock, respectively, including shares which may be received upon conversion of the New Notes.

(6) On April 15, 2005, the Company released additional shares of Common Stock that were previously held back in escrow at the time of the Reorganization. As a result, BVI, Raptor, Altar Rock, and TPT received the following escrowed shares, respectively: 106,919, 480,749, 5,283, and 57,281.

(7) In connection with the Reorganization, the Company issued USDollar125,000,000 aggregate principal amount of its 7.375 Percent Convertible Second Lien Notes due 2012 (the "New Notes") under an indenture, dated as of December 21, 2004, by and among the Company and HSBC Bank USA, National Association. At the election of the holders thereof, the New Notes are immediately convertible into Common Stock directly beneficially owned by BVI, Raptor, Altar Rock, and TPT, respecitvely: 131,280, 590,342, 6,479, and 70,350.

	Stephen N. Waldman, Tudor Investment Corporation, Managing Director	4/26/06
	Paul Tudor Jones II	4/26/06
	** Signature of Reporting Person	Date
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).
** 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 is insufficient, see Instruction 6 for procedure.
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 Number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
3	A Form 3 Holding.

Tudor Investment Corp. et al, et al. – ‘5’ for 12/31/05 re: RCN Corp./DE

On: Wednesday, 4/26/06, at 3:33pm ET · For: 12/31/05 · As: 10% Owner and Other · Accession #: 1181431-6-25432 · File #: 1-16805

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
Filing Table of Contents

This ‘5’ Document is an XML Data File that may be rendered in various formats:

Tudor Investment Corp. et al, et al. – ‘5’ for 12/31/05 re: RCN Corp./DE

On: Wednesday, 4/26/06, at 3:33pm ET · For: 12/31/05 · As: 10% Owner and Other · Accession #: 1181431-6-25432 · File #: 1-16805

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34Filing Table of Contents

This ‘5’ Document is an XML Data File that may be rendered in various formats:

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
Filing Table of Contents