SCHEDULE 13G
Amendment No. 3
Archipelago Holdings Incorporated
Common Stock
Cusip #03957A104
Cusip #03957A104
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 257,692
Item 6: 0
Item 7: 1,393,381
Item 8: 0
Item 9: 1,393,381
Item 11: 2.951%
Item 12: HC
Cusip #03957A104
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 1,393,381
Item 8: 0
Item 9: 1,393,381
Item 11: 2.951%
Item 12: IN
Cusip #03957A104
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 1,393,381
Item 8: 0
Item 9: 1,393,381
Item 11: 2.951%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Archipelago Holdings Incorporated
Item 1(b). Name of Issuer's Principal Executive Offices:
100 South Wacker Drive
Suite 1800
Chicago, IL 60606
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
03957A104
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 1,393,381
(b) Percent of Class: 2.951%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 257,692
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 1,393,381
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (X).
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.
See attached Exhibit(s) A, B.
Item 8. Identification and Classification of Members of
the Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Inasmuch as the reporting persons are no longer the beneficial
owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no
obligation to amend this Statement if any material change
occurs in the facts set forth herein.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule
13G in connection with FMR Corp.'s beneficial ownership of
the Common Stock of Archipelago Holdings Incorporated at
July 31, 2005 is true, complete and correct.
August 10, 2005
Date
/s/Joseph Mari
Signature
Joseph Mari
Duly authorized under Power of Attorney
dated July 20, 2005, by Eric D. Roiter by and on behalf of
FMR Corp. and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule
13G, Fidelity Management & Research Company
("Fidelity"), 82 Devonshire Street, Boston, Massachusetts
02109, a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of
1,135,689 shares or 2.405% of the Common Stock
outstanding of Archipelago Holdings Incorporated ("the
Company") as a result of acting as investment adviser to
various investment companies registered under Section 8 of
the Investment Company Act of 1940.
Edward C. Johnson 3d, FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 1,135,689 shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 257,692 shares or 0.546% of the
Common Stock outstanding of the Company as a result of its
serving as investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity Management Trust Company, each has
sole dispositive power over 257,692 shares and sole power to
vote or to direct the voting of 257,692 shares of Common
Stock owned by the institutional account(s) as reported
above.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of the voting
power of FMR Corp. Mr. Johnson 3d owns 12.0% and
Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of
FMR Corp. and Abigail P. Johnson is a Director of FMR
Corp. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR Corp.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on August 10, 2005, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of Archipelago Holdings Incorporated at July
31, 2005.
FMR Corp.
By /s/ Joseph Mari
Joseph Mari
Duly authorized under Power of Attorney
dated July 20, 2005, by Eric D. Roiter by and on behalf
of FMR Corp. and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Joseph Mari
Joseph Mari
Duly authorized under Power of Attorney
dated July 20, 2005, by Eric D. Roiter by and on behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/ Joseph Mari
Joseph Mari
Duly authorized under Power of Attorney
dated July 20, 2005, by Eric D. Roiter by and on behalf
of Abigail P. Johnson
Fidelity Management & Research Company
By /s/ Joseph Mari
Joseph Mari
Duly authorized under Power of Attorney dated July
20, 2005, by Eric D. Roiter Secretary