Edgar Filing: ICAHN ENTERPRISES L.P.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ICAHN CARL C

2. Issuer Name and Ticker or Trading Symbol
ICAHN ENTERPRISES L.P. [IEP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Chairman of the Board

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES HOLDING LLC, 767 FIFTH AVE., SUITE 4700

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2013

(Street)

NEW YORK, NY 10153

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Depositary Units ⁽¹⁾ ⁽²⁾	04/15/2013⁽³⁾		J⁽⁵⁾		1,449,573	A	$ 60.58 ⁽⁴⁾	99,213,824	I	please see footnotes ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²¹⁾
Depositary Units	07/05/2013		J⁽⁶⁾		1,222,582	A	$ 73.02	100,436,406	I	please see footnotes ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²¹⁾
Depositary Units	10/09/2013		J⁽⁷⁾		1,436,503	A	$ 80.87	101,872,909	I	please see footnotes ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²¹⁾
Depositary Units	01/13/2014		J⁽⁸⁾		984,742	A	$ 118.92	102,857,651	I	please see footnotes ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²¹⁾
Depositary Units	04/22/2014		J⁽⁹⁾		1,519,256	A	$ 95.09	104,376,907	I	please see footnotes ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²¹⁾
Depositary Units	06/30/2014		J⁽¹⁰⁾		1,465,535	A	$ 100.13	105,842,442	I	please see footnotes ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²¹⁾
Depositary Units	09/25/2014		J⁽¹¹⁾		1,370,212	A	$ 108.52	107,212,654	I	please see footnotes ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²¹⁾
Depositary Units	12/24/2014		J⁽¹²⁾		1,598,191	A	$ 94.41	108,810,845	I	please see footnotes ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾ ⁽¹⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾ ⁽²⁰⁾ ⁽²¹⁾
Depositary Units	07/05/2013		J⁽²²⁾		217	A	$ 73.02	16,117	D
Depositary Units	10/09/2013		J⁽²³⁾		249	A	$ 80.87	16,366	D
Depositary Units	01/13/2014		J⁽²⁴⁾		172	A	$ 118.92	16,538	D
Depositary Units	04/22/2014		J⁽²⁵⁾		260	A	$ 95.09	16,798	D
Depositary Units	06/30/2014		J⁽²⁶⁾		251	A	$ 100.13	17,049	D
Depositary Units	09/25/2014		J⁽²⁷⁾		235	A	$ 108.52	17,284	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ICAHN CARL C C/O ICAHN ASSOCIATES HOLDING LLC 767 FIFTH AVE., SUITE 4700 NEW YORK, NY 10153	X	X		Chairman of the Board

Signatures

CARL C. ICAHN		12/24/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Depository Units representing limited partner interests in Icahn Enterprises L.P. (the "Issuer").
(2)	Comprised of Depositary Units held indirectly through Barberry Corp., CCI Offshore LLC, CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors Corp., Tramore LLC, Modal LLC and Thornwood Associates Limited Partnership.
(3)	Represents the date on which dividend amounts are determined based on the election of each holder and the volume weighted average trading price of units on NASDAQ during ten consecutive trading days following the election date.
(4)	Represents the amount foregone in exchange for each Depository Unit received as a dividend.
(5)	The reporting person received 1,449,573 Depositary Units as payment-in-kind dividend on 97,764,251 Depositary Units owned on the dividend record date.
(6)	The reporting person received 1,222,582 Depositary Units as payment-in-kind dividend on 99,213,824 Depositary Units owned on the dividend record date.
(7)	The reporting person received 1,436,503 Depositary Units as payment-in-kind dividend on 100,436,406 Depositary Units owned on the dividend record date.
(8)	The reporting person received 984,742 Depositary Units as payment-in-kind dividend on 101,872,909 Depositary Units owned on the dividend record date.
(9)	The reporting person received 1,519,256 Depositary Units as payment-in-kind dividend on 102,857,651 Depositary Units owned on the dividend record date.
(10)	The reporting person received 1,465,535 Depositary Units as payment-in-kind dividend on 104,376,907 Depositary Units owned on the dividend record date.
(11)	The reporting person received 1,370,212 Depositary Units as payment-in-kind dividend on 105,842,442 Depositary Units owned on the dividend record date.
(12)	The reporting person received 1,598,191 Depositary Units as payment-in-kind dividend on 107,212,654 Depositary Units owned on the dividend record date.
(13)	Barberry Corp. ("Barberry") beneficially owns 3,633,958 Depository Units. Carl C. Icahn beneficially owns 100% of Barberry. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Barberry) may be deemed to indirectly beneficially own the Depository Units which Barberry owns. Mr. Icahn disclaims beneficial ownership of such Depository Units except to the extent of his pecuniary interest therein.
(14)	CCI Offshore LLC ("CCI Offshore") beneficially owns 2,307,044 Depository Units. Barberry is the sole member of CCI Offshore. Carl C. Icahn beneficially owns 100% of Barberry. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Barberry (by virtue of their relationships to CCI Offshore) may be deemed to indirectly beneficially own the Depository Units which CCI Offshore owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
(15)	CCI Onshore LLC ("CCI Onshore") beneficially owns 18,274,289 Depository Units. High Coast Limited Partnership ("High Coast") is the sole member of CCI Onshore. Little Meadow Corp. ("Little Meadow") is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn, Little Meadow and High Coast (by virtue of their relationships to CCI Onshore) may be deemed to indirectly beneficially own the Depository Units which CCI Onshore owns. Each of Mr. Icahn, Little Meadow and High Coast disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
(16)	Gascon Partners ("Gascon") beneficially owns 16,075,148 Depository Units. Little Meadow is the managing general partner of Gascon. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to Gascon) may be deemed to indirectly beneficially own the Depository Units which Gascon owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
(17)	High Coast Limited Partnership ("High Coast") beneficially owns 41,909,667 Depository Units. Little Meadow is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to High Coast) may be deemed to indirectly beneficially own the Depository Units which High Coast owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
(18)	Highcrest Investors Corp. ("Highcrest") beneficially owns 12,485,714 Depository Units. Starfire Holding Corporation ("Starfire") beneficially owns 99.5% of Highcrest. Carl C. Icahn beneficially owns 100% of Starfire. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Starfire (by virtue of their relationships to Highcrest) may be deemed to indirectly beneficially own the Depository Units which Highcrest owns. Each of Mr. Icahn and Starfire disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
(19)	Tramore LLC ("Tramore") beneficially owns 8,172,944 Depository Units. Carl C. Icahn beneficially owns 100% of Tramore. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Tramore) may be deemed to indirectly beneficially own the Depository Units which Tramore owns. Mr. Icahn disclaims beneficial ownership of such Depository Units except to the extent of his pecuniary interest therein.
(20)	Modal LLC ("Modal") beneficially owns 720,495 Depository Units. Carl C. Icahn beneficially owns 100% of Modal. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Modal) may be deemed to indirectly beneficially own the Depository Units which Modal owns. Mr. Icahn disclaims beneficial ownership of such Depository Units except to the extent of his pecuniary interest therein.
(21)	Thornwood Associates Limited Partnership ("Thornwood") beneficially owns 5,231,586 Depository Units. Barberry is the general partner of Thornwood. Carl C. Icahn beneficially owns 100% of Barberry. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Barberry (by virtue of their relationships to Thornwood) may be deemed to indirectly beneficially own the Depository Units which Thornwood owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
(22)	Gail Golden, the spouse of Mr. Icahn, received 217 Depositary Units as payment-in-kind dividend on 15,900 Depositary Units owned on the dividend record date. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Gail Golden) may be deemed to indirectly beneficially own the Depository Units which Gail Golden owns. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.
(23)	Gail Golden, the spouse of Mr. Icahn, received 249 Depositary Units as payment-in-kind dividend on 16,117 Depositary Units owned on the dividend record date. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Gail Golden) may be deemed to indirectly beneficially own the Depository Units which Gail Golden owns. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.
(24)	Gail Golden, the spouse of Mr. Icahn, received 172 Depositary Units as payment-in-kind dividend on 16,366 Depositary Units owned on the dividend record date. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Gail Golden) may be deemed to indirectly beneficially own the Depository Units which Gail Golden owns. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.
(25)	Gail Golden, the spouse of Mr. Icahn, received 260 Depositary Units as payment-in-kind dividend on 16,538 Depositary Units owned on the dividend record date. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Gail Golden) may be deemed to indirectly beneficially own the Depository Units which Gail Golden owns. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.
(26)	Gail Golden, the spouse of Mr. Icahn, received 251 Depositary Units as payment-in-kind dividend on 16,798 Depositary Units owned on the dividend record date. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Gail Golden) may be deemed to indirectly beneficially own the Depository Units which Gail Golden owns. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.
(27)	Gail Golden, the spouse of Mr. Icahn, received 235 Depositary Units as payment-in-kind dividend on 17,049 Depositary Units owned on the dividend record date. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Gail Golden) may be deemed to indirectly beneficially own the Depository Units which Gail Golden owns. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.

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