Schedule 13G Amendment No. 1


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
                   
 
Under the Securities Exchange Act of 1934
 
SCHEDULE 13G
Amendment No. 1

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
     ITC Holdings Corp.    
(Name of Issuer)
 
         Common Stock         
(Title of Class of Securities)
 
         465685105         
(CUSIP Number)
 
                        December 31, 2006                      
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
ý Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
                   
 
Page 1 of 6 Pages


 
 
 


SCHEDULE 13G
 
CUSIP No. 465685105                                                                                Page 2 of 6 Pages
 
 
1)
 
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Gilder, Gagnon, Howe & Co. LLC
13-3174112
 
2)
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) o
(b) o
 
3)
 
 
SEC USE ONLY
 
 
4)
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York
 
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
5)
 
 
SOLE VOTING POWER
 
24,108
 
6)
 
 
SHARED VOTING POWER
 
None
 
7)
 
 
SOLE DISPOSITIVE POWER
 
None
 
8)
 
 
SHARED DISPOSITIVE POWER
 
2,027,170
 
9)
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,027,170
 
10)
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
11)
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
5.0%
 
12)
 
 
TYPE OF REPORTING PERSON
 
BD


 
 
 

Schedule 13G
 
Item 1(a).    Name of Issuer:
 
ITC Holdings Corp.
 
Item 1(b).    Address of Issuer’s Principal Executive Offices:
 
39500 Orchard Hill Place
Suite 200
Novi, MI 48375

Item 2(a).    Name of Person Filing:

Gilder, Gagnon, Howe & Co. LLC
 
Item 2(b).    Address of Principal Business Office or, if None, Residence:
 
1775 Broadway, 26th Floor
New York, NY 10019
 
Item 2(c).    Citizenship:
 
New York
 
Item 2(d).    Title of Class of Securities:
 
Common Stock
 
Item 2(e).    CUSIP Number:
 
465685105
 
Item 3.         If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
x
Broker or Dealer Registered Under Section 15 of the Act (15 U.S.C. 78o)
 
 
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
 
 
(c)
¨
Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
 
 
(d)
¨
Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
 
 
(e)
¨
Investment Adviser in accordance with § 240.13d-1(b)(1)(ii)(E)
 
 
(f)
¨
Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F)
 

 
 
 

 
(g)
¨
Parent Holding Company or control person in accordance with §240.13d-1(b)(ii)(G)
 
 
(h)
¨
Savings Association as defined in §3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
 
 
(i)
¨
Church plan that is excluded from the definition of an investment company under §3(c)(15) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
 
 
(j)
¨
Group, in accordance with §240.13d-1(b)(ii)(J)
 
Item 4.    Ownership.
 
 
(a)
  
Amount beneficially owned: 2,027,170
 
 
(b)
  
Percent of class: 5.0%
 
 
(c)
  
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or to direct the vote: 24,108
 
 
(ii)
Shared power to vote or to direct the vote: None
 
 
(iii)
Sole power to dispose or to direct the disposition of: None
 
 
(iv)
Shared power to dispose or to direct the disposition of: 2,027,170
 
The shares reported include 1,928,219 shares held in customer accounts over which partners and/or employees of the Reporting Person have discretionary authority to dispose of or direct the disposition of the shares, 74,843 shares held in accounts owned by the partners of the Reporting Person and their families, and 24,108 shares held in the account of the profit-sharing plan of the Reporting Person (“the Profit-Sharing Plan”).
 
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.

The owners of the accounts (including the Profit-Sharing Plan) in which the shares reported on this Schedule are held have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities.

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable
 

 
 
 
 

 
Item 8.    Identification and Classification of Members of the Group.
 
Not applicable
 
Item 9.    Notice of Dissolution of Group.
 
Not applicable
 
Item 10.     Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect.
 

 
 
 
 

 
SIGNATURE
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
 
              February 14, 2007                                          
            Date
 
             /s/ Walter Weadock                                       
            Signature
 
              Walter Weadock, Member                                      
            Name/Title