UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Cyberonics, Inc.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
23251P102
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
May 31, 2011
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of 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 Rule 13d-7 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. 23251P102
1. NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
253,281
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
253,281
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253,281
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.89%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
253,281
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
253,281
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253,281
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.89%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
253,281
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
253,281
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
253,281
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.89%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
474,456
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
474,456
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
474,456
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.67%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund II L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
71,958
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
71,958
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,958
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.25%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund III L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
27,402
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
27,402
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,402
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.10%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
573,816
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
573,816
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
573,816
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.02%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
439,312
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
439,312
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,312
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.55%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
439,312
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
439,312
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,312
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.55%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
1,013,128
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,013,128
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,128
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
1,013,128
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,013,128
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,128
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
1,013,128
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,013,128
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,128
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
1,013,128
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,013,128
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,128
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 23251P102
1. NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
1,013,128
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,013,128
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,013,128
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.57%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 23251P102
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
1,266,409
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,266,409
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,266,409
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.47%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
January 7, 2007, by the Reporting Persons (together with the amendments set
forth below, the "Schedule 13D") with respect to the shares of Common Stock, par
value $0.01 (the "Shares"), issued by Cyberonics, Inc. (the "Issuer"), as
amended by the First Amendment to Schedule 13D dated April 26, 2011 and the
Second Amendment to Schedule 13D dated May 9, 2011, is hereby further amended to
furnish the additional information set forth herein. This Third Amendment to
Schedule 13D reports that the Reporting Persons ceased to be the beneficial
owner of more than five percent (5%) of the Shares on June 1, 2011. All
capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its
entirety with the following:
The Reporting Persons hold, in the aggregate, 1,266,409 Shares. The
aggregate purchase price of the Shares purchased by the Reporting Persons
collectively was $24.6 million (including commissions and premiums for the
options to purchase Shares). The source of funding for the purchase was the
general working capital of the respective purchasers. The Shares are held by the
Reporting Persons in margin accounts together with other securities. Such margin
accounts may from time to time have debit balances. Part of the purchase price
of the Shares purchased by the Reporting Persons was obtained through margin
borrowing.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing it in its
entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 1,266,409 Shares, representing approximately 4.47% of the Issuer's
outstanding Shares (based upon the 28,348,632 Shares stated to be outstanding as
of February 25, 2011 by the Issuer in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on March 2, 2011).
(b) High River has sole voting power and sole dispositive power with regard
to 253,281 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting
power and shared dispositive power with regard to such Shares. Icahn Master has
sole voting power and sole dispositive power with regard to 474,456 Shares. Each
of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Master II has sole voting
power and sole dispositive power with regard to 71,958 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP,
Beckton and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Master III has sole voting power and sole
dispositive power with regard to 27,402 Shares. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn has shared voting power and shared dispositive power with regard to such
Shares. Icahn Partners has sole voting power and sole dispositive power with
regard to 439,312 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared
voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which High
River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and
Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own
(as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn
Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons,
inclusive of any transactions effected through 4:00 pm, New York City time, on
June 1, 2011. Except as otherwise indicated, all transactions were effected in
the open market, and the table includes commissions paid in per share prices.
Name Date Shares Sold Price Per Share
---- ---- ----------- ---------------
High River 4/7/2011 12,000.00 34.15
High River 4/26/2011 5,340.00 35.16
High River 4/27/2011 9,340.00 35.25
High River 4/27/2011 8,520.00 35.22
High River 4/28/2011 2,220.00 35.41
High River 4/28/2011 4,340.00 35.36
High River 4/29/2011 120.00 35.71
High River 4/29/2011 2,340.00 35.71
High River 05/02/2011 6,000.00 34.89
High River 05/02/2011 900.00 34.95
High River 05/03/2011 7,000.00 34.40
High River 05/03/2011 1,600.00 34.44
High River 05/04/2011 2,020.00 34.02
High River 05/05/2011 4,060.00 33.57
High River 05/06/2011 2,851.00 33.58
High River 05/09/2011 7,480.00 33.60
High River 05/10/2011 3,160.00 33.62
High River 05/10/2011 4,680.00 33.64
High River 05/11/2011 680.00 33.54
High River 05/12/2011 3,980.00 33.59
High River 05/13/2011 380.00 33.39
High River 05/16/2011 460.00 33.01
High River 05/17/2011 10,960.00 32.07
High River 05/18/2011 4,718.00 32.50
High River 05/19/2011 10,440.00 32.87
High River 05/20/2011 4,620.00 32.90
High River 05/23/2011 3,760.00 32.34
High River 05/25/2011 20.00 31.98
High River 05/26/2011 6,540.00 32.08
High River 05/27/2011 5,600.00 32.23
High River 05/31/2011 3,380.00 32.60
High River 05/31/2011 30,800.00 32.56
High River 06/01/2011 58,801.00 32.67
Icahn Partners 4/7/2011 10,872.00 34.15
Icahn Partners 4/26/2011 10,321.00 35.16
Icahn Partners 4/27/2011 18,052.00 35.25
Icahn Partners 4/27/2011 16,468.00 35.22
Icahn Partners 4/28/2011 4,291.00 35.41
Icahn Partners 4/28/2011 8,388.00 35.36
Icahn Partners 04/29/2011 232.00 35.71
Icahn Partners 04/29/2011 4,523.00 35.71
Icahn Partners 05/02/2011 15,408.00 34.89
Icahn Partners 05/02/2011 1,731.00 34.95
Icahn Partners 05/03/2011 13,464.00 34.40
Icahn Partners 05/03/2011 3,078.00 34.44
Icahn Partners 05/04/2011 3,885.00 34.02
Icahn Partners 05/05/2011 7,809.00 33.57
Icahn Partners 05/06/2011 5,484.00 33.58
Icahn Partners 05/09/2011 14,388.00 33.60
Icahn Partners 05/10/2011 6,079.00 33.62
Icahn Partners 05/10/2011 9,002.00 33.64
Icahn Partners 05/11/2011 1,307.00 33.54
Icahn Partners 05/12/2011 7,656.00 33.59
Icahn Partners 05/13/2011 731.00 33.39
Icahn Partners 05/16/2011 885.00 33.01
Icahn Partners 05/17/2011 21,081.00 32.07
Icahn Partners 05/18/2011 9,075.00 32.50
Icahn Partners 05/19/2011 20,081.00 32.87
Icahn Partners 05/20/2011 8,886.00 32.90
Icahn Partners 05/23/2011 7,233.00 32.34
Icahn Partners 05/25/2011 38.00 31.98
Icahn Partners 05/26/2011 12,579.00 32.08
Icahn Partners 05/27/2011 10,772.00 32.23
Icahn Partners 05/31/2011 6,501.00 32.60
Icahn Partners 05/31/2011 59,243.00 32.56
Icahn Partners 06/01/2011 113,190.00 32.67
Icahn Master 4/7/2011 37,128.00 34.15
Icahn Master 4/26/2011 11,039.00 35.16
Icahn Master 4/27/2011 19,308.00 35.25
Icahn Master 4/27/2011 17,612.00 35.22
Icahn Master 4/28/2011 4,589.00 35.41
Icahn Master 4/28/2011 8,972.00 35.36
Icahn Master 04/29/2011 248.00 35.71
Icahn Master 04/29/2011 4,837.00 35.63
Icahn Master 05/02/2011 8,592.00 34.89
Icahn Master 05/02/2011 1,869.00 34.95
Icahn Master 05/03/2011 14,536.00 34.40
Icahn Master 05/03/2011 3,322.00 34.44
Icahn Master 05/04/2011 4,195.00 34.02
Icahn Master 05/05/2011 8,431.00 33.57
Icahn Master 05/06/2011 5,920.00 33.58
Icahn Master 05/09/2011 15,534.00 33.60
Icahn Master 05/10/2011 6,561.00 33.62
Icahn Master 05/10/2011 9,718.00 33.64
Icahn Master 05/11/2011 1,413.00 33.54
Icahn Master 05/12/2011 8,264.00 33.59
Icahn Master 05/13/2011 789.00 33.39
Icahn Master 05/16/2011 955.00 33.01
Icahn Master 05/17/2011 22,759.00 32.07
Icahn Master 05/18/2011 9,797.00 32.50
Icahn Master 05/19/2011 21,679.00 32.87
Icahn Master 05/20/2011 9,594.00 32.90
Icahn Master 05/23/2011 7,807.00 32.34
Icahn Master 05/25/2011 42.00 31.98
Icahn Master 05/26/2011 13,581.00 32.08
Icahn Master 05/27/2011 11,628.00 32.23
Icahn Master 05/31/2011 7,019.00 32.60
Icahn Master 05/31/2011 63,957.00 32.56
Icahn Master 06/01/2011 122,013.00 32.67
(d) Not applicable.
(e) On June 1, 2011, the Reporting Persons ceased to be the beneficial
owner of more than five percent of the Shares.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: June 1, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Daniel Ninivaggi
---------------------
Name: Daniel Ninivaggi
Title: President
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Schedule 13D - Cyberonics, Inc. Amendment No. 3]