SC 13D/A 1 n2779_x232-sc13da.htm SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 74)*

 

Icahn Enterprises L.P.

(Name of Issuer)

 

Depositary Units Representing Limited Partner Interests

(Title of Class of Securities)

 

451100 10 1

(CUSIP Number)

 

Jesse Lynn, Esq.

Icahn Associates Holding LLC

16690 Collins Avenue, Suite PH-1

Sunny Isles Beach, FL 33160

(305) 422-4100

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

June 25, 2024

(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 which is the subject of this Schedule 13D, and is filing this schedule because Section 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 Section 240.13d-7(b) 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

 

CUSIP No. 451100 10 1

 

  1. NAME OF REPORTING PERSON

CCI Onshore LLC

 

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /x/

(b) / /

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS

Not applicable.

 

  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

86,811,764

 

  8 SHARED VOTING POWER

0

 

  9 SOLE DISPOSITIVE POWER

86,811,764

 

  10 SHARED DISPOSITIVE POWER

0

 

  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

86,811,764

 

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

18.41%

 

  14 TYPE OF REPORTING PERSON

OO

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SCHEDULE 13D

 

CUSIP No. 451100 10 1

 

  1 NAME OF REPORTING PERSON

Gascon Partners

 

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /x/

(b) / /

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS

Not applicable.

 

  5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

  6 CITIZENSHIP OR PLACE OF ORGANIZATION

New York

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

  7 SOLE VOTING POWER

55,851,863

 

  8 SHARED VOTING POWER

0

 

  9 SOLE DISPOSITIVE POWER

55,851,863

 

  10 SHARED DISPOSITIVE POWER

0

 

  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

55,851,863

 

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

11.84%

 

  14 TYPE OF REPORTING PERSON

PN

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SCHEDULE 13D

 

CUSIP No. 451100 10 1

 

  1 NAME OF REPORTING PERSON

High Coast Limited Partnership

 

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /x/

(b) / /

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS

Not applicable.

 

  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

203,601,501

 

  8 SHARED VOTING POWER

86,811,764

 

  9 SOLE DISPOSITIVE POWER

203,601,501

 

  10 SHARED DISPOSITIVE POWER

86,811,764

 

  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

290,413,265

 

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

61.58%

 

  14 TYPE OF REPORTING PERSON

PN

  4  
   

 

 

 

 

SCHEDULE 13D

 

CUSIP No. 451100 10 1

 

  1 NAME OF REPORTING PERSON

Highcrest Investors LLC

 

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /x/

(b) / /

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS

Not applicable.

 

  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

44,881,604

 

  8 SHARED VOTING POWER

0

 

  9 SOLE DISPOSITIVE POWER

44,881,604

 

  10 SHARED DISPOSITIVE POWER

0

 

  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

44,881,604

 

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.52%

 

  14 TYPE OF REPORTING PERSON

CO

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SCHEDULE 13D

 

CUSIP No. 451100 10 1

 

  1 NAME OF REPORTING PERSON

Thornwood Associates Limited Partnership

 

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /x/

(b) / /

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS

Not applicable.

 

  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

15,167,254

 

  8 SHARED VOTING POWER

0

 

  9 SOLE DISPOSITIVE POWER

15,167,254

 

  10 SHARED DISPOSITIVE POWER

0

 

  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,167,254

 

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.22%

 

  14 TYPE OF REPORTING PERSON

PN

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SCHEDULE 13D

 

CUSIP No. 451100 10 1

 

  1 NAME OF REPORTING PERSON

Barberry Corp.

 

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /x/

(b) / /

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS

Not applicable.

 

  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

15,167,254

 

  9 SOLE DISPOSITIVE POWER

0

 

  10 SHARED DISPOSITIVE POWER

15,167,254

 

  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

15,167,254

 

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.22%

 

  14 TYPE OF REPORTING PERSON

CO

 

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SCHEDULE 13D

 

CUSIP No. 451100 10 1

 

  1 NAME OF REPORTING PERSON

Starfire Holding Corporation

 

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /x/

(b) / /

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS

Not applicable.

 

  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

44,881,604

 

  9 SOLE DISPOSITIVE POWER

0

 

  10 SHARED DISPOSITIVE POWER

44,881,604

 

  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

44,881,604

 

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.52%

 

  14 TYPE OF REPORTING PERSON

CO

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SCHEDULE 13D

 

CUSIP No. 451100 10 1

 

  1 NAME OF REPORTING PERSON

Little Meadow Corp.

 

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /x/

(b) / /

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS

Not applicable.

 

  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

346,265,128

 

  9 SOLE DISPOSITIVE POWER

0

 

  10 SHARED DISPOSITIVE POWER

346,265,128

 

  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

346,265,128

 

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

73.42%

 

  14 TYPE OF REPORTING PERSON

CO

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SCHEDULE 13D

 

CUSIP No. 451100 10 1

 

  1 NAME OF REPORTING PERSON

Carl C. Icahn

 

  2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) /x/

(b) / /

 

  3 SEC USE ONLY

 

  4 SOURCE OF FUNDS

Not applicable.

 

  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

0

 

  8 SHARED VOTING POWER

406,313,986

 

  9 SOLE DISPOSITIVE POWER

0

 

  10 SHARED DISPOSITIVE POWER

406,313,986

 

  11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

406,313,986

 

  12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

  13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

86.15%

 

  14 TYPE OF REPORTING PERSON

IN

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SCHEDULE 13D

 

The Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") on September 24, 1990, as previously amended (the “Initial 13D”), is hereby further amended to furnish the additional information set forth in this Amendment No. 74 to the Initial 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a), 5(b) and 5(c) of the Initial 13D are hereby amended and restated as follows:

 

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 406,313,986 Depositary Units, representing approximately 86.15% of the Issuer's outstanding Depositary Units (based upon: (i) the 451,194,040 Depositary Units stated to be outstanding as of May 8, 2024 by the Issuer in the Issuer's Form 10-Q filing filed with the Securities and Exchange Commission on May 8, 2024; plus (ii) the 20,418,007 Depositary Units issued to the Reporting Persons by the Issuer on June 25, 2024 in connection with a regular quarterly distribution of Depositary Units by the Issuer).

 

(b) CCI Onshore has sole voting power and sole dispositive power with respect to 86,811,764 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of High Coast, Little Meadow and Mr. Icahn (by virtue of their relationships to CCI Onshore) may be deemed to indirectly beneficially own the Depositary Units which CCI Onshore owns. Each of High Coast, Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

Gascon has sole voting power and sole dispositive power with respect to 55,851,863 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Little Meadow and Mr. Icahn (by virtue of their relationships to Gascon) may be deemed to indirectly beneficially own the Depositary Units which Gascon owns. Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

High Coast has sole voting power and sole dispositive power with respect to 203,601,501 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Little Meadow and Mr. Icahn (by virtue of their relationships to High Coast) may be deemed to indirectly beneficially own the Depositary Units which High Coast owns. Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

Highcrest has sole voting power and sole dispositive power with respect to 44,881,604 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Starfire and Mr. Icahn (by virtue of their relationships to Highcrest) may be deemed to indirectly beneficially own the Depositary Units which Highcrest owns. Each of Starfire and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

Thornwood has sole voting power and sole dispositive power with respect to 15,167,254 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Barberry and Mr. Icahn (by virtue of their relationships to Thornwood) may be deemed to indirectly beneficially own the Depositary Units which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all other purposes.

 

(c) The following table sets forth all transactions with respect to Depositary Units effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. Except as noted below, all such transactions were acquisitions of Depositary Units from the Issuer in connection with a quarterly dividend.

 

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Name of Reporting Person Date of Transaction Amount of Securities
     
CCI Onshore 06/25/2024 4,361,124
     
Gascon 06/25/2024 2,805,805
     
High Coast 06/25/2024 10,228,238
     
Highcrest 06/25/2024 2,260,890
     
Thornwood 06/25/2024 761,950
     

 

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SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement on Schedule 13D concerning the depositary units representing limited partner interests in Icahn Enterprises L.P., a Delaware limited partnership, is true, complete and correct.

 

Dated: June 25, 2024

 

 

CCI ONSHORE LLC

 

By: /s/ Rowella Asuncion-Gumabong

Name: Rowella Asuncion-Gumabong

Title: Vice President

 

 

GASCON PARTNERS

 

By: Little Meadow Corp., its managing general partner

 

By: /s/ Rowella Asuncion-Gumabong

Name: Rowella Asuncion-Gumabong

Title: Vice President

 

 

HIGH COAST LIMITED PARTNERSHIP

 

By: Little Meadow Corp., its general partner

 

By: /s/ Rowella Asuncion-Gumabong

Name: Rowella Asuncion-Gumabong

Title: Vice President

 

 

HIGHCREST INVESTORS LLC

 

By: /s/ Rowella Asuncion-Gumabong

Name: Rowella Asuncion-Gumabong

Title: Vice President

 

 

 

 

[Signature Page for Amendment No. 74 to Schedule 13D - Icahn Enterprises L.P.]

   
   

 

 

 

 

BARBERRY CORP.

 

By: /s/ Rowella Asuncion-Gumabong

Name: Rowella Asuncion-Gumabong

Title: Vice President

 

 

LITTLE MEADOW CORP.

 

By: /s/ Rowella Asuncion-Gumabong

Name: Rowella Asuncion-Gumabong

Title: Vice President

 

 

STARFIRE HOLDING CORPORATION

 

By: /s/ Rowella Asuncion-Gumabong

Name: Rowella Asuncion-Gumabong

Title: Vice President

 

 

THORNWOOD ASSOCIATES LIMITED PARTNERSHIP

 

By: Barberry Corp., its general partner

 

By: /s/ Rowella Asuncion-Gumabong

Name: Rowella Asuncion-Gumabong

Title: Vice President

 

 

 

/s/ Carl C. Icahn

CARL C. ICAHN

 

 

 

 

[Signature Page for Amendment No. 74 to Schedule 13D - Icahn Enterprises L.P.]