SC 13D/A 1 bbisch13damd11033010.txt AMENDMENT NO. 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Blockbuster Inc. (Name of Issuer) Class A Common Stock Class B Common Stock (Title of Class of Securities) Class A: 093679108 Class B: 093679207 (CUSIP Number) Marc Weitzen, Esq. General Counsel Icahn Enterprises L.P. & affiliated companies 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) March 29, 2010 (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 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 Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 1,475,728 (see Item 5); Class B 530,738 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER Class A 1,475,728 (see Item 5); Class B 530,738 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 1,475,728 (see Item 5); Class B 530,738 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 1.02 % (see Item 5); Class B .74% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Hopper Investments LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 1,475,728 (see Item 5); Class B 530,738 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Class A 1,475,728 (see Item 5); Class B 530,738 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 1,475,728 (see Item 5); Class B 530,738 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 1.02 % (see Item 5); Class B .74% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 0; Class B 340,906 8 SHARED VOTING POWER Class A 1,475,728 (see Item 5); Class B 530,738 9 SOLE DISPOSITIVE POWER Class A 0; Class B 340,906 10 SHARED DISPOSITIVE POWER Class A 1,475,728 (see Item 5); Class B 530,738 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 1,475,728 (see Item 5); Class B 871,644 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 1.02% (see Item 5); Class B 1.21% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Icahn Partners Master Fund L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 3,305,631(see Item 5); Class B 1,846,149 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER Class A 3,305,631(see Item 5); Class B 1,846,149 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 3,305,631(see Item 5); Class B 1,846,149 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 2.28% (see Item 5); Class B 2.56% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Icahn Partners Master Fund II L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 0 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Icahn Partners Master Fund III L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 0 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Icahn Offshore L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 3,305,631(see Item 5); Class B 1,846,149 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Class A 3,305,631(see Item 5); Class B 1,846,149 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 3,305,631(see Item 5); Class B 1,846,149 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 2.28% (see Item 5); Class B 2.56% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Icahn Partners L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 2,597,282(see Item 5); Class B 1,640,430 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER Class A 2,597,282(see Item 5); Class B 1,640,430 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 2,597,282(see Item 5); Class B 1,640,430 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 1.79% (see Item 5); Class B 2.28% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Icahn Onshore L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 2,597,282(see Item 5); Class B 1,640,430 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Class A 2,597,282(see Item 5); Class B 1,640,430 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 2,597,282(see Item 5); Class B 1,640,430 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 1.79% (see Item 5); Class B 2.28% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Icahn Capital LP S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 5,902,913(see Item 5); Class B 3,486,579 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Class A 5,902,913(see Item 5); Class B 3,486,579 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 5,902,913(see Item 5); Class B 3,486,579 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 4.07% (see Item 5); Class B 4.84% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON IPH GP LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 5,902,913(see Item 5); Class B 3,486,579 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Class A 5,902,913(see Item 5); Class B 3,486,579 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 5,902,913(see Item 5); Class B 3,486,579 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 4.07% (see Item 5); Class B 4.84% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Icahn Enterprises Holdings LP S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 5,902,913(see Item 5); Class B 3,486,579 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Class A 5,902,913(see Item 5); Class B 3,486,579 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 5,902,913(see Item 5); Class B 3,486,579 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 4.07% (see Item 5); Class B 4.84% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Icahn Enterprises G.P. Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 5,902,913(see Item 5); Class B 3,486,579 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Class A 5,902,913(see Item 5); Class B 3,486,579 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 5,902,913(see Item 5); Class B 3,486,579 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 4.07% (see Item 5); Class B 4.84% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Beckton Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 5,902,913(see Item 5); Class B 3,486,579 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER Class A 5,902,913(see Item 5); Class B 3,486,579 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 5,902,913(see Item 5); Class B 3,486,579 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 4.07% (see Item 5); Class B 4.84% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D Class A CUSIP No. 093679108; Class B CUSIP No. 093679207 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 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 Class A 71,749 8 SHARED VOTING POWER Class A 7,378,641(see Item 5); Class B 4,358,223 9 SOLE DISPOSITIVE POWER Class A 71,749 10 SHARED DISPOSITIVE POWER Class A 7,378,641(see Item 5); Class B 4,358,223 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Class A 7,450,390 (see Item 5); Class B 4,358,223 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Class A 5.14% (see Item 5); Class B 6.05% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D Item 1. Security and Issuer This Statement constitutes Amendment No. 11 to the Schedule 13D previously filed on December 14, 2004 and amended on February 17, 2005, April 7, 2005, April 8, 2005, April 19, 2005, April 28, 2005, November 10, 2005, November 16, 2005, November 19, 2007, May 9, 2008 and January 29, 2010. All capitalized terms not otherwise defined shall have the meaning ascribed to such terms in the previously filed statement on Schedule 13D. Item 2. Identity and Background Item 2 of the Schedule 13D is hereby amended as follows: On December 10, 2007, Icahn Partners Holding filed a Certificate of Amendment to change its name to "Icahn Capital LP." Icahn Capital LP, (hereinafter, "Icahn Capital") shall now be substituted for Icahn Partners Holding in the definition of "Registrants." Item 4. Purpose of Transaction Registrants are selling shares of each class of Issuer's equity securities which they own. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended to add the following: (a) As of March 30, 2010, Registrants may be deemed to beneficially own, in the aggregate, 7,450,390 Class A Shares (composed of 71,749 Class A Shares which the Registrants own and approximately additional 7,378,641 Class A Shares which the Registrants would hold if the approximately $38,000,000 of the face amount of the Preferred Shares held by the Registrants were fully converted into Class A Shares) and 4,358,223 Class B Shares, representing approximately 5.14% of the Issuer's outstanding Class A Shares and approximately 6.05% of the Issuer's outstanding Class B Shares (based upon 137,656,687 Class A Shares and 72,000,000 Class B Shares stated to be outstanding as of March 5, 2010 by the Issuer in the Issuer's Form 10K, filed with the Securities and Exchange Commission on March 16, 2010). (b) High River has sole voting power and sole dispositive power with regard to 1,475,728 Class A Shares and 530,738 Class B Shares. Each of Hopper, Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Barberry has sole voting power and sole dispositive power with regard to 340,906 Class B Shares. Carl C. 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 3,305,631 Class A Shares and 1,846,149 Class B Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. 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 2,597,282 Class A Shares and 1,640,430 Class B Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. References to the number of Class A Shares in this paragraph assume the conversion into Class A Shares of the Preferred Shares held by all of the applicable Registrants. 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. Mr. Icahn, by virtue of his relationship to Barberry (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 Barberry directly beneficially owns. Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (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 Master directly beneficially own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, 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, 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, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Mr. Icahn has sole voting power and sole dispositive power with regard to 71,749 Class A Shares. Each of Registrants (other than Mr. Icahn) disclaims beneficial ownership of such Shares for all purposes. (c) The following tables set forth all transactions with respect to Class A Shares and Class B Shares, respectively, effected during the past sixty (60) days by any of the Registrants and not previously reported, inclusive of the transactions effected through the close of business on March 30, 2010. All such transactions were effected in the open market, and the tables include commissions in per share prices. CLASS A ------- Name of Date of No. of Shares Sale Price Reporting Transaction Purchased/ per Share Person (Sold) (U.S. $) ----------- ----------- ------------- -------------- Barberry 3/30/2010 (698,000) 0.25 Barberry 3/30/2010 (200,000) 0.24 High River 3/26/2010 (140,000) 0.30 High River 3/29/2010 (696,600) 0.29 High River 3/30/2010 (300,000) 0.24 High River 3/30/2010 (596,360) 0.25 Icahn Partners 3/26/2010 (560,000) 0.30 Icahn Partners 3/29/2010 (1,803,247) 0.29 Icahn Partners 3/30/2010 (1,127,209) 0.25 Icahn Partners 3/30/2010 (739,227) 0.24 Icahn Partners 3/30/2010 (881,688) 0.25 Icahn Master 3/29/2010 (983,153) 0.29 Icahn Master 3/30/2010 (1,268,570) 0.25 Icahn Master 3/30/2010 (831,927) 0.24 Icahn Master 3/30/2010 (992,259) 0.25 Icahn Master II 3/30/2010 (287,385) 0.25 Icahn Master II 3/30/2010 (311,131) 0.24 Icahn Master II 3/30/2010 (371,091) 0.25 Icahn Master III 3/30/2010 (108,836) 0.25 Icahn Master III 3/30/2010 (117,715) 0.24 Icahn Master III 3/30/2010 (140,402) 0.25 CLASS B ------- Name of Date of No. of Shares Sale Price Reporting Transaction Purchased/ per Share Person (Sold) (U.S. $) ----------- ----------- ------------- -------------- High River 3/26/2010 (53,579) 0.22 High River 3/29/2010 (63,423) 0.21 High River 3/30/2010 (60,000) 0.18 High River 3/30/2010 (64,580) 0.19 Icahn Partners 3/26/2010 (214,316) 0.22 Icahn Partners 3/29/2010 (253,690) 0.21 Icahn Partners 3/30/2010 (240,000) 0.18 Icahn Partners 3/30/2010 (171,484) 0.19 Icahn Master 3/30/2010 (86,836) 0.19 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: March 30, 2010 HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND II LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND III LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN OFFSHORE LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN ONSHORE LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN CAPITAL LP By: IPH GP LLC, general partner By: Icahn Enterprises Holdings L.P., general partner By: Icahn Enterprises G.P. Inc., general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer IPH GP LLC By: Icahn Enterprises Holdings L.P., general partner By: Icahn Enterprises G.P. Inc., general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., general partner By: /s/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer ICAHN ENTERPRISES G.P. INC. By: /s/ Dominick Ragone -------------------- Name: Dominick Ragone Title: Chief Financial Officer BECKTON CORP. By: /s/ Edward E. Mattner ------------------ Name: Edward E. Mattner Title: Authorized Signatory ------ /s/ Carl C. Icahn -------------------- CARL C. ICAHN [Signature Page to Schedule 13D Amendment No. 11 Re: Blockbuster dated March 30, 2010]