-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R1Cuq5YTs1AUTBQwoO7kkOVHQuvZVlT/B03Szy2uS+7eJbLQDKUVby6EbiK44Tcu WIF9oJSrnQj59YIbTsGTTQ== 0001140361-10-033130.txt : 20100812 0001140361-10-033130.hdr.sgml : 20100812 20100812165629 ACCESSION NUMBER: 0001140361-10-033130 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100810 FILED AS OF DATE: 20100812 DATE AS OF CHANGE: 20100812 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: 101011730 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: 101011729 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: 101011724 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: 101011728 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: 101011725 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: 101011726 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 2010-08-10 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 2010-08-10 4 P 0 53000 4.12 A 2010-06-07 2012-06-07 Shares 53000 7660935 I please see all footnotes Put Option ("obligation to purchase") 5.65 2010-08-10 4 P 0 53000 0.01 A 2010-06-07 2012-06-07 see footnote 53000 7660935 I please see all footnotes Call Option 5.65 2010-08-11 4 P 0 85000 3.69 A 2010-06-07 2012-06-07 Shares 85000 7745935 I please see all footnotes Put Option 5.65 2010-08-11 4 P 0 85000 0.01 A 2010-06-07 2012-06-07 see footnote 85000 7745935 I please see all footnotes Call Option 5.65 2010-08-12 4 P 0 110617 3.43 A 2010-06-07 2012-06-07 Shares 110617 7856552 I please see all footnotes Put Option 5.65 2010-08-12 4 P 0 110617 0.01 A 2010-06-07 2012-06-07 see footnote 110617 7856552 I please see all footnotes High River Limited Partnership ("High River") directly beneficially owns 3,125,074 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,761,355 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,400,783 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,574,527 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 763,636 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 1,571,310 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,499,928 Call Options, Icahn Master directly beneficially owns 2,733,454 Call Options, Icahn Master II directly beneficially owns 640,823 Call Options, and Icahn Master III directly beneficially owns 411,037 Call Options. High River directly wrote 1,571,310 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,499,928 Put Options, Icahn Master directly wrote 2,733,454 Put Options, Icahn Master II directly wrote 640,823 Put Options, and Icahn Master III directly wrote 411,037 Put Options. The Call Options reference an aggregate of 7,856,552 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 7,856,552 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash. CARL C. ICAHN 2010-08-12 -----END PRIVACY-ENHANCED MESSAGE-----