0001140361-18-004740.txt : 20180202
0001140361-18-004740.hdr.sgml : 20180202
20180202160121
ACCESSION NUMBER: 0001140361-18-004740
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180131
FILED AS OF DATE: 20180202
DATE AS OF CHANGE: 20180202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP
CENTRAL INDEX KEY: 0000928464
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04471
FILM NUMBER: 18570622
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 646-861-7060
MAIL ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER NAME:
FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP /NY/
DATE OF NAME CHANGE: 19990517
FORMER NAME:
FORMER CONFORMED NAME: HIGH RIVER LIMITED PARTNERSHIP
DATE OF NAME CHANGE: 19950526
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND LP
CENTRAL INDEX KEY: 0001322827
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04471
FILM NUMBER: 18570620
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 646-861-7060
MAIL ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners Master Fund LP
DATE OF NAME CHANGE: 20050405
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN PARTNERS LP
CENTRAL INDEX KEY: 0001313666
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04471
FILM NUMBER: 18570621
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 646-861-7060
MAIL ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners L P
DATE OF NAME CHANGE: 20050107
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN CARL C
CENTRAL INDEX KEY: 0000921669
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-04471
FILM NUMBER: 18570623
BUSINESS ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-702-4300
MAIL ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER NAME:
FORMER CONFORMED NAME: ICAHN CARL C ET AL
DATE OF NAME CHANGE: 19950612
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: XEROX CORP
CENTRAL INDEX KEY: 0000108772
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
IRS NUMBER: 160468020
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 201 MERRITT 7
STREET 2: PO BOX 4505
CITY: NORWALK
STATE: CT
ZIP: 06851
BUSINESS PHONE: 2039683000
MAIL ADDRESS:
STREET 1: 201 MERRITT 7
STREET 2: PO BOX 4505
CITY: NORWALK
STATE: CT
ZIP: 06851
FORMER COMPANY:
FORMER CONFORMED NAME: HALOID XEROX INC
DATE OF NAME CHANGE: 19730813
4
1
doc1.xml
FORM 4
X0306
4
2018-01-31
0
0000108772
XEROX CORP
XRX
0000921669
ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDING LLC
767 FIFTH AVE., SUITE 4700
NEW YORK
NY
10153
0
0
0
1
member of 10% group
0000928464
HIGH RIVER LIMITED PARTNERSHIP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
0001313666
ICAHN PARTNERS LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
0001322827
ICAHN PARTNERS MASTER FUND LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
common stock, $1 par value ("Shares")
2018-01-31
4
S
0
657502
35.05
D
24100000
I
please see footnotes
Shares
2018-02-01
4
S
0
499370
33.76
D
23600630
I
please see footnotes
Shares
2018-02-02
4
S
0
4532
32.50
D
23596098
I
please see footnotes
On January 31, 2018, High River Limited Partnership ("High River") sold 131,500 Shares, Icahn Partners LP ("Icahn Partners") sold 164,317 Shares and Icahn Partners Master Fund LP ("Icahn Master") sold 361,685 Shares, in each case at a price of $35.05 per Share.
On February 1, 2018, High River sold 99,874 Shares, Icahn Partners sold 238,550 Shares and Icahn Master sold 160,946 Shares, in each case at a price of $33.76 per Share.
On February 2, 2018, High River sold 906 Shares, Icahn Partners sold 2,151 Shares and Icahn Master sold 1,475 Shares, in each case at a price of $32.50 per Share.
High River directly beneficially owns 4,719,220 Shares, Icahn Partners directly beneficially owns 11,197,211 Shares, and Icahn Master directly beneficially owns 7,679,667 Shares.
Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
The above reporting persons controlled by Carl C. Icahn (the "Reporting Persons") may be considered a 10% beneficial owner because they have formed a "group" (within the meaning of Section 13(d)(3) of the Act), with Mr. Darwin Deason and his affiliates. The group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the Shares beneficially owned by the Reporting Persons and all of the Shares beneficially owned by Mr. Deason and his affiliates. Such group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), in the aggregate, 38,918,439 Shares (including 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, owned by Mr. Deason and his affiliates).
The Reporting Persons expressly disclaim beneficial ownership of the 15,322,341 Shares beneficially owned by Mr. Deason and his affiliates (including the 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, owned by Mr. Deason and his affiliates). The Reporting Persons expressly retain the sole voting and investment power of the Shares that the Reporting Persons beneficially own. Mr. Deason and his affiliates have filed a separate Form 3 with respect to their interests.
CARL C. ICAHN
2018-02-02
HIGH RIVER LIMITED PARTNERSHIP
2018-02-02
ICAHN PARTNERS LP
2018-02-02
ICAHN PARTNERS MASTER FUND LP
2018-02-02