SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 51)*
Icahn Enterprises L.P.
(Name of Issuer)
Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)
451100 10 1
(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)
September 18, 2018
(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 / /.
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. 451100 10 1
1. NAME OF REPORTING PERSON
CCI Onshore LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
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) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
39,758,292
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
39,758,292
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,758,292
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.3%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME OF REPORTING PERSON
Gascon Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
23,414,492
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
23,414,492
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,414,492
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME OF REPORTING PERSON
High Coast Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
82,152,341
8 SHARED VOTING POWER
39,758,292
9 SOLE DISPOSITIVE POWER
82,152,341
10 SHARED DISPOSITIVE POWER
39,758,292
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
121,910,633
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.3%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME OF REPORTING PERSON
Highcrest Investors LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
19,110,180
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
19,110,180
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,110,180
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME OF REPORTING PERSON
Thornwood Associates Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
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) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
6,358,495
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,358,495
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,358,495
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
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) / /
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
6,358,495
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,358,495
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,358,495
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME OF REPORTING PERSON
Starfire Holding Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
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) / /
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
19,110,180
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
19,110,180
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,110,180
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.2%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME OF REPORTING PERSON
Little Meadow Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
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) / /
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
145,325,125
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
145,325,125
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
145,325,125
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
77.9%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) / /
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) / /
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
170,793,800
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
170,793,800
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,793,800
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.5%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
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. 51 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), 5(b) and 5(c) of the Initial 13D are hereby amended and restated as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 170,793,800 Depositary Units, representing
approximately 91.5% of the Issuer's outstanding Depositary Units (based upon: (i) the 182,190,734 Depositary Units stated to be outstanding as of August 2, 2018 by the Issuer in the Issuer's Form 10-Q filing filed with the Securities and Exchange
Commission on August 2, 2018; plus (ii) the 4,400,450 Depositary Units issued to the Reporting Persons by the Issuer on September 18, 2018 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 39,758,292 Depositary Units. 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 23,414,492 Depositary Units. 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 82,152,341 Depositary Units. 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.
Highcrest has sole voting power and sole dispositive power with respect to 19,110,180 Depositary Units. 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 6,358,495 Depositary Units. 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.
(c) The following table sets forth all transactions with respect to Depositary Units effected during the past sixty (60) days by any
of the Reporting Persons and not previously reported on Schedule 13D. All such transactions were acquisitions of Depositary Units from the Issuer in connection with a quarterly dividend.
|
Name of Reporting Person
|
Date of Transaction
|
Amount of Securities
|
|
CCI Onshore
|
09/18/2018
|
1,024,360
|
| |
|
|
|
Gascon
|
09/18/2018
|
603,268
|
| |
|
|
|
High Coast
|
09/18/2018
|
2,116,630
|
| |
|
|
|
Highcrest
|
09/18/2018
|
492,368
|
| |
|
|
|
Thornwood
|
09/18/2018
|
163,824
|
| |
|
|
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: September 20, 2018
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. 51 to Schedule 13D – Icahn Enterprises L.P.]
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. 51 to Schedule 13D – Icahn Enterprises L.P.]