SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 40)*

 

Icahn Enterprises L.P.

(Name of Issuer)

 

Depositary Units Representing Limited Partner Interests

(Title of Class of Securities)

 

029169 10 9

(CUSIP Number)

 

Jesse Lynn, Esq.

Icahn Associates LLC

767 Fifth Avenue, 47th Floor

New York, New York 10153

(212) 702-4300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 14, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 


 

SCHEDULE 13D

 

CUSIP No.   029169 10 9

 

 

1.

Name of Reporting Person
CCI Onshore LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
29,288,688

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
29,288,688

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
29,288,688

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
21.82%

 

 

14

Type of Reporting Person
OO

 

2


 

SCHEDULE 13D

 

CUSIP No.   029169 10 9

 

 

1

Name of Reporting Person
Gascon Partners

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o

 

 

6

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
17,796,627

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
17,796,627

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
17,796,627

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
13.26%

 

 

14

Type of Reporting Person
PN

 

3


 

SCHEDULE 13D

 

CUSIP No.   029169 10 9

 

 

1

Name of Reporting Person
High Coast Limited Partnership

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
53,648,805

 

8

Shared Voting Power
29,288,688

 

9

Sole Dispositive Power
53,648,805

 

10

Shared Dispositive Power
29,288,688

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
82,937,493

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
61.78%

 

 

14

Type of Reporting Person
PN

 

4


 

 

SCHEDULE 13D

 

 

CUSIP No.   029169 10 9

 

 

1

Name of Reporting Person
Highcrest Investors LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
14,525,054

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
14,525,054

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
14,525,054

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
10.82%

 

 

14

Type of Reporting Person
CO

 

5


 

 

SCHEDULE 13D

 

 

 

 

CUSIP No.   029169 10 9

 

 

1

Name of Reporting Person
Thornwood Associates Limited Partnership

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
5,231,586

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
5,231,586

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,231,586

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
3.90%

 

 

14

Type of Reporting Person
PN

 

6


 

 

SCHEDULE 13D

 

 

 

 

CUSIP No.   029169 10 9

 

 

1

Name of Reporting Person
Barberry Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
5,231,586

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
5,231,586

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
5,231,586

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
3.90%

 

 

14

Type of Reporting Person
CO

 

7

 


 

 

SCHEDULE 13D

 

 

 

 

CUSIP No.   029169 10 9

 

 

1

Name of Reporting Person
Starfire Holding Corporation

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
14,525,054

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
14,525,054

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
14,525,054

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
10.82%

 

 

14

Type of Reporting Person
CO

 

8


 

 

SCHEDULE 13D

 

 

 

 

CUSIP No.   029169 10 9

 

 

1

Name of Reporting Person
Little Meadow Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
100,734,120

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
100,734,120

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
100,734,120

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
75.03%

 

 

14

Type of Reporting Person
CO

 

9


 

 

SCHEDULE 13D

 

 

 

 

CUSIP No.   029169 10 9

 

 

1

Name of Reporting Person
Carl C. Icahn

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 x

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
Not applicable.

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0

 

8

Shared Voting Power
120,490,760

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
120,490,760

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
120,490,760

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
89.75%

 

 

14

Type of Reporting Person
IN

 

10


 

SCHEDULE 13D

 

Item 1.         Security and Issuer

 

The Schedule 13D filed with the U.S. Securities and Exchange Commission (“SEC”) on September 24, 1990, as previously amended (the “Initial 13D”), is hereby further amended to furnish the additional information set forth in this Amendment No. 40 to the Initial 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a) and 5(b) of the Initial 13D are hereby amended and restated as follows:

 

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 120,490,760 Depositary Units, representing approximately 89.75% of the Issuer’s outstanding Depositary Units (based upon: (i) the 131,481,059 Depositary Units stated to be outstanding as of February 29, 2016 by the Issuer in the Issuer’s Form 10-K filing filed with the Securities and Exchange Commission on February 29, 2016; plus (ii) the 2,771,575 Depositary Units issued to the Reporting Persons by the Issuer on April 12, 2016 in connection with a regular quarterly distribution of Depositary Units by the Issuer).

 

(b) CCI Onshore has sole voting power and sole dispositive power with respect to 29,288,688 Depositary Units, representing approximately 21.82% of the Issuer’s outstanding Depositary Units (based upon: (i) the 131,481,059 Depositary Units stated to be outstanding as of February 29, 2016 by the Issuer in the Issuer’s Form 10-K filing filed with the Securities and Exchange Commission on February 29, 2016; plus (ii) the 2,771,575 Depositary Units issued to the Reporting Persons by the Issuer on April 12, 2016 in connection with a regular quarterly distribution of Depositary Units by the Issuer). Pursuant to Rule 13d-3(a) under the Exchange Act, each of High Coast, Little Meadow and Mr. Icahn (by virtue of their relationships to CCI Onshore) may be deemed to indirectly beneficially own the Depositary Units which CCI Onshore owns. Each of High Coast, Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

Gascon has sole voting power and sole dispositive power with respect to 17,796,627 Depositary Units, representing approximately 13.26% of the Issuer’s outstanding Depositary Units (based upon: (i) the 131,481,059 Depositary Units stated to be outstanding as of February 29, 2016 by the Issuer in the Issuer’s Form 10-K filing filed with the Securities and Exchange Commission on February 29, 2016; plus (ii) the 2,771,575 Depositary Units issued to the Reporting Persons by the Issuer on April 12, 2016 in connection with a regular quarterly distribution of Depositary Units by the Issuer). Pursuant to Rule 13d-3(a) under the Exchange Act, each of Little Meadow and Mr. Icahn (by virtue of their relationships to Gascon) may be deemed to indirectly beneficially own the Depositary Units which Gascon owns. Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

High Coast has sole voting power and sole dispositive power with respect to 53,648,805 Depositary Units, representing approximately 39.96% of the Issuer’s outstanding Depositary Units (based upon: (i) the 131,481,059 Depositary Units stated to be outstanding as of February 29, 2016 by the Issuer in the Issuer’s Form 10-K filing filed with the Securities and Exchange Commission on February 29, 2016; plus (ii) the 2,771,575 Depositary Units issued to the Reporting Persons by the Issuer on April 12, 2016 in connection with a regular quarterly distribution of Depositary Units by the Issuer). Pursuant to Rule 13d-3(a) under the Exchange Act, each of Little Meadow and Mr. Icahn (by virtue of their relationships to High Coast) may be deemed to indirectly beneficially own the Depositary Units which High Coast owns. Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

11


 

Highcrest has sole voting power and sole dispositive power with respect to 14,525,054 Depositary Units, representing approximately 10.82% of the Issuer’s outstanding Depositary Units (based upon: (i) the 131,481,059 Depositary Units stated to be outstanding as of February 29, 2016 by the Issuer in the Issuer’s Form 10-K filing filed with the Securities and Exchange Commission on February 29, 2016; plus (ii) the 2,771,575 Depositary Units issued to the Reporting Persons by the Issuer on April 12, 2016 in connection with a regular quarterly distribution of Depositary Units by the Issuer). Pursuant to Rule 13d-3(a) under the Exchange Act, each of Starfire and Mr. Icahn (by virtue of their relationships to Highcrest) may be deemed to indirectly beneficially own the Depositary Units which Highcrest owns. Each of Starfire and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

Thornwood has sole voting power and sole dispositive power with respect to 5,231,586 Depositary Units, representing approximately 3.90% of the Issuer’s outstanding Depositary Units (based upon: (i) the 131,481,059 Depositary Units stated to be outstanding as of February 29, 2016 by the Issuer in the Issuer’s Form 10-K filing filed with the Securities and Exchange Commission on February 29, 2016; plus (ii) the 2,771,575 Depositary Units issued to the Reporting Persons by the Issuer on April 12, 2016 in connection with a regular quarterly distribution of Depositary Units by the Issuer). Pursuant to Rule 13d-3(a) under the Exchange Act, each of Barberry and Mr. Icahn (by virtue of their relationships to Thornwood) may be deemed to indirectly beneficially own the Depositary Units which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

12


 

SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement on Schedule 13D concerning the depositary units representing limited partner interests in Icahn Enterprises L.P., a Delaware limited partnership, is true, complete and correct.

 

Dated: April 14, 2016

 

CCI ONSHORE LLC

 

 

 

By:

/s/ Keith Cozza

 

Name: Keith Cozza

 

Title: Secretary; Treasurer

 

 

 

 

 

GASCON PARTNERS

 

 

 

By: Little Meadow Corp., its managing general partner

 

 

 

By:

/s/ Edward E. Mattner

 

Name: Edward E. Mattner

 

Title: President; Authorized Signatory

 

 

 

 

 

HIGH COAST LIMITED PARTNERSHIP

 

 

 

By: Little Meadow Corp., its general partner

 

 

 

By:

/s/ Edward E. Mattner

 

Name: Edward E. Mattner

 

Title: President; Authorized Signatory

 

 

 

 

 

HIGHCREST INVESTORS LLC

 

 

 

By:

/s/ Keith Cozza

 

Name: Keith Cozza

 

Title: Vice President

 

 

[Signature Page for Amendment No. 40 to Schedule 13D — Icahn Enterprises L.P.]

 

13


 

BARBERRY CORP.

 

 

 

By:

/s/ Edward E. Mattner

 

Name: Edward E. Mattner

 

Title: Authorized Signatory

 

 

 

 

 

LITTLE MEADOW CORP.

 

 

 

By:

/s/ Edward E. Mattner

 

Name: Edward E. Mattner

 

Title: President; Authorized Signatory

 

 

 

 

 

STARFIRE HOLDING CORPORATION

 

 

 

By:

/s/ Keith Cozza

 

Name: Keith Cozza

 

Title: Authorized Signatory

 

 

 

 

 

THORNWOOD ASSOCIATES LIMITED PARTNERSHIP

 

 

 

By: Barberry Corp., its general partner

 

 

 

By:

/s/ Edward E. Mattner

 

Name: Edward E. Mattner

 

Title: Authorized Signatory

 

 

 

/s/ Carl C. Icahn

 

CARL C. ICAHN

 

 

[Signature Page for Amendment No. 40 to Schedule 13D — Icahn Enterprises L.P.]

 

14