0001140361-10-029379.txt : 20100714
0001140361-10-029379.hdr.sgml : 20100714
20100714163442
ACCESSION NUMBER: 0001140361-10-029379
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20100712
FILED AS OF DATE: 20100714
DATE AS OF CHANGE: 20100714
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP
CENTRAL INDEX KEY: 0000701811
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 930786033
STATE OF INCORPORATION: OR
FISCAL YEAR END: 0131
BUSINESS ADDRESS:
STREET 1: 8005 SW BOECKMAN RD
CITY: WILSONVILLE
STATE: OR
ZIP: 97070-7777
BUSINESS PHONE: 5036857000
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: 001-34795
FILM NUMBER: 10952487
BUSINESS ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES CORP.
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 CORP.
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
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: 001-34795
FILM NUMBER: 10952486
BUSINESS ADDRESS:
STREET 1: 445 HAMILTON AVENUE
STREET 2: SUITE 1210
CITY: WHITE PLAINS
STATE: NY
ZIP: 10601
BUSINESS PHONE: 914-614-7000
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 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: 001-34795
FILM NUMBER: 10952482
BUSINESS ADDRESS:
STREET 1: 767 FIFTH AVENUE
STREET 2: 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-702-4364
MAIL ADDRESS:
STREET 1: 767 FIFTH AVENUE
STREET 2: 47TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners L P
DATE OF NAME CHANGE: 20050107
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: 001-34795
FILM NUMBER: 10952485
BUSINESS ADDRESS:
STREET 1: C/O WALKER HOUSE
STREET 2: 87 MARY STREET
CITY: GEORGE TOWN, GRAND CAYMAN
STATE: E9
ZIP: KY1-9001
BUSINESS PHONE: 011 345 949-0100
MAIL ADDRESS:
STREET 1: C/O WALKER HOUSE
STREET 2: 87 MARY STREET
CITY: GEORGE TOWN, GRAND CAYMAN
STATE: E9
ZIP: KY1-9001
FORMER NAME:
FORMER CONFORMED NAME: Icahn Partners Master Fund LP
DATE OF NAME CHANGE: 20050405
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND III L.P.
CENTRAL INDEX KEY: 0001414179
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34795
FILM NUMBER: 10952483
BUSINESS ADDRESS:
STREET 1: C/O WALKER HOUSE
STREET 2: 87 MARY STREET
CITY: GRAND CAYMAN, CAYMAN ISLANDS
STATE: E9
ZIP: KY1-9001
BUSINESS PHONE: 914-614-7000
MAIL ADDRESS:
STREET 1: C/O WALKER HOUSE
STREET 2: 87 MARY STREET
CITY: GRAND CAYMAN, CAYMAN ISLANDS
STATE: E9
ZIP: KY1-9001
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND II L.P.
CENTRAL INDEX KEY: 0001414181
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34795
FILM NUMBER: 10952484
BUSINESS ADDRESS:
STREET 1: C/O WALKER HOUSE
STREET 2: 87 MARY STREET
CITY: GRAND CAYMAN, CAYMAN ISLANDS
STATE: E9
ZIP: KY1-9001
BUSINESS PHONE: 914-614-7000
MAIL ADDRESS:
STREET 1: C/O WALKER HOUSE
STREET 2: 87 MARY STREET
CITY: GRAND CAYMAN, CAYMAN ISLANDS
STATE: E9
ZIP: KY1-9001
FORMER NAME:
FORMER CONFORMED NAME: ICAHN PARTNERS MASTER FUND II LP
DATE OF NAME CHANGE: 20071003
4
1
doc1.xml
FORM 4
X0303
4
2010-07-12
0
0000701811
MENTOR GRAPHICS CORP
MENT
0000921669
ICAHN CARL C
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700
NEW YORK
NY
10153
0
0
1
1
please see all footnotes
0000928464
HIGH RIVER LIMITED PARTNERSHIP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
0001322827
ICAHN PARTNERS MASTER FUND LP
C/O WALKER HOUSE
87 MARY STREET
GEORGE TOWN, GRAND CAYMAN
E9
KY1-9001
CAYMAN ISLANDS
0
0
1
0
0001414181
ICAHN PARTNERS MASTER FUND II L.P.
C/O WALKER HOUSE
87 MARY STREET
GRAND CAYMAN, CAYMAN ISLANDS
E9
KY1-9001
CAYMAN ISLANDS
0
0
1
0
0001414179
ICAHN PARTNERS MASTER FUND III L.P.
C/O WALKER HOUSE
87 MARY STREET
GRAND CAYMAN, CAYMAN ISLANDS
E9
KY1-9001
CAYMAN ISLANDS
0
0
1
0
0001313666
ICAHN PARTNERS LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS
NY
10601
0
0
1
0
Call Option ("right to purchase")
5.65
2010-07-12
4
P
0
88902
3.42
A
2010-06-07
2012-06-07
Shares
88902
5350876
I
please see all footnotes
Put Option ("obligation to purchase")
5.65
2010-07-12
4
P
0
88902
0.01
A
2010-06-07
2012-06-07
see footnote
88902
5350876
I
please see all footnotes
Call Option
5.65
2010-07-13
4
P
0
169686
3.74
A
2010-06-07
2012-06-07
Shares
169686
5520562
I
please see all footnotes
Put Option
5.65
2010-07-13
4
P
0
169686
0.01
A
2010-06-07
2012-06-07
see footnote
169686
5520562
I
please see all footnotes
Call Option
5.65
2010-07-14
4
P
0
186770
3.77
A
2010-06-07
2012-06-07
Shares
186770
5707332
I
please see all footnotes
Put Option
5.65
2010-07-14
4
P
0
186770
0.01
A
2010-06-07
2012-06-07
see footnote
186770
5707332
I
please see all footnotes
High River Limited Partnership ("High River") directly beneficially owns 2,695,231 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,096,414 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,634,725 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,392,042 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 657,743 Shares (including shares underlying Call Options).
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 each of Icahn Master, Icahn Master II and Icahn Master III.
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, Icahn Master, Icahn Master II and Icahn Master III. 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 (including shares underlying Call Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) except to the extent of their pecuniary interest therein.
High River directly beneficially owns 1,141,467 call options (the "Call Options"), Icahn Partners directly beneficially owns 1,834,987 Call Options, Icahn Master directly beneficially owns 1,967,396 Call Options, Icahn Master II directly beneficially owns 458,338 Call Options, and Icahn Master III directly beneficially owns 305,144 Call Options.
High River directly wrote 1,141,467 European-style put options (the "Put Options"), Icahn Partners directly wrote 1,834,987 Put Options, Icahn Master directly wrote 1,967,396 Put Options, Icahn Master II directly wrote 458,338 Put Options, and Icahn Master III directly wrote 305,144 Put Options.
The Call Options reference an aggregate of 5,707,332 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide for physical settlement. The Put Options reference an aggregate of 5,707,332 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash.
CARL C. ICAHN
2010-07-14
HIGH RIVER LIMITED PARTNERSHIP
2010-07-14
ICAHN PARTNERS MASTER FUND LP
2010-07-14
ICAHN PARTNERS MASTER FUND II LP
2010-07-14
ICAHN PARTNERS MASTER FUND III LP
2010-07-14
ICAHN PARTNERS LP
2010-07-14