SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MENTOR GRAPHICS CORP [ MENT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) please see all footnotes
	3. Date of Earliest Transaction (Month/Day/Year) 07/12/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option ("right to purchase")	$5.65	07/12/2010		P		88,902		06/07/2010	06/07/2012	Shares	88,902	$3.42	5,350,876	I	please see all footnotes(1)(2)(3)(4)(5)(6)(7)(8)
Put Option ("obligation to purchase")	$5.65	07/12/2010		P		88,902		06/07/2010	06/07/2012	see footnote(8)	88,902	$0.01	5,350,876	I	please see all footnotes(1)(2)(3)(4)(5)(6)(7)(8)
Call Option	$5.65	07/13/2010		P		169,686		06/07/2010	06/07/2012	Shares	169,686	$3.74	5,520,562	I	please see all footnotes(1)(2)(3)(4)(5)(6)(7)(8)
Put Option	$5.65	07/13/2010		P		169,686		06/07/2010	06/07/2012	see footnote(8)	169,686(8)	$0.01	5,520,562	I	please see all footnotes(1)(2)(3)(4)(5)(6)(7)(8)
Call Option	$5.65	07/14/2010		P		186,770		06/07/2010	06/07/2012	Shares	186,770	$3.77	5,707,332	I	please see all footnotes(1)(2)(3)(4)(5)(6)(7)(8)
Put Option	$5.65	07/14/2010		P		186,770		06/07/2010	06/07/2012	see footnote(8)	186,770	$0.01	5,707,332	I	please see all footnotes(1)(2)(3)(4)(5)(6)(7)(8)

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) please see all footnotes

1. Name and Address of Reporting Person* HIGH RIVER LIMITED PARTNERSHIP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND LP (Last) (First) (Middle) C/O WALKER HOUSE 87 MARY STREET (Street) GEORGE TOWN, GRAND CAYMAN E9 KY1-9001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND II L.P. (Last) (First) (Middle) C/O WALKER HOUSE 87 MARY STREET (Street) GRAND CAYMAN, CAYMAN ISLANDS E9 KY1-9001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND III L.P. (Last) (First) (Middle) C/O WALKER HOUSE 87 MARY STREET (Street) GRAND CAYMAN, CAYMAN ISLANDS E9 KY1-9001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN PARTNERS LP (Last) (First) (Middle) 445 HAMILTON AVENUE SUITE 1210 (Street) WHITE PLAINS NY 10601 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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).

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

Remarks:

	CARL C. ICAHN	07/14/2010
	HIGH RIVER LIMITED PARTNERSHIP	07/14/2010
	ICAHN PARTNERS MASTER FUND LP	07/14/2010
	ICAHN PARTNERS MASTER FUND II LP	07/14/2010
	ICAHN PARTNERS MASTER FUND III LP	07/14/2010
	ICAHN PARTNERS LP	07/14/2010
	** Signature of Reporting Person	Date
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