SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 53)*
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)
April 17, 2019
(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
41,954,038
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
41,954,038
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,954,038
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.4%
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
24,707,614
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
24,707,614
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,707,614
| 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
86,689,398
8 SHARED VOTING POWER
41,954,038
9 SOLE DISPOSITIVE POWER
86,689,398
10 SHARED DISPOSITIVE POWER
41,954,038
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,643,436
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.6%
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
20,165,586
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
20,165,586
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,165,586
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
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
6,709,658
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,709,658
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,709,658
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
6,709,658
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,709,658
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,709,658
| 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
20,165,586
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
20,165,586
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,165,586
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
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
153,351,050
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
153,351,050
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
153,351,050
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.2%
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
180,226,294
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
180,226,294
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
180,226,294
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.9%
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. 53 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, 180,226,294 Depositary Units, representing
approximately 91.9% of the Issuer's outstanding Depositary Units (based upon: (i) the 191,374,372 Depositary Units stated to be outstanding as of February 28, 2019 by the Issuer in the Issuer's Form 10-K filing filed with the Securities and Exchange
Commission on March 1, 2019; plus (ii) the 4,784,706 Depositary Units issued to the Reporting Persons by the Issuer on April 17, 2019 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 41,954,038 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 24,707,614 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 86,689,398 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 20,165,586 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 6,709,658 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
|
4/17/2019
|
1,113,809
|
| |
|
|
|
Gascon
|
4/17/2019
|
655,946
|
| |
|
|
|
High Coast
|
4/17/2019
|
2,301,458
|
| |
|
|
|
Highcrest
|
4/17/2019
|
535,363
|
| |
|
|
|
Thornwood
|
4/17/2019
|
178,130
|
| |
|
|
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 19, 2019
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. 52 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. 53 to Schedule 13D – Icahn Enterprises L.P.]
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