0001567619-21-005400.txt : 20210302 0001567619-21-005400.hdr.sgml : 20210302 20210302170327 ACCESSION NUMBER: 0001567619-21-005400 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210226 FILED AS OF DATE: 20210302 DATE AS OF CHANGE: 20210302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39013 FILM NUMBER: 21704905 BUSINESS ADDRESS: STREET 1: C/O ICAHN ENTERPRISES L.P. STREET 2: 16690 COLLINS AVE., PH-1 CITY: SUNNY ISLES BEACH STATE: FL ZIP: 33160 BUSINESS PHONE: 305-422-4145 MAIL ADDRESS: STREET 1: C/O ICAHN ENTERPRISES L.P. STREET 2: 16690 COLLINS AVE., PH-1 CITY: SUNNY ISLES BEACH STATE: FL ZIP: 33160 FORMER NAME: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 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: 001-39013 FILM NUMBER: 21704904 BUSINESS ADDRESS: STREET 1: 16690 COLLINS AVE. STREET 2: PH CITY: SUNNY ISLES STATE: FL ZIP: 33160 BUSINESS PHONE: 305-422-4145 MAIL ADDRESS: STREET 1: 16690 COLLINS AVE. STREET 2: PH CITY: SUNNY ISLES STATE: FL ZIP: 33160 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: 001-39013 FILM NUMBER: 21704903 BUSINESS ADDRESS: STREET 1: 16690 COLLINS AVE. STREET 2: PH CITY: SUNNY ISLES STATE: FL ZIP: 33160 BUSINESS PHONE: 305-422-4000 MAIL ADDRESS: STREET 1: 16690 COLLINS AVE. STREET 2: PH CITY: SUNNY ISLES STATE: FL ZIP: 33160 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners Master Fund LP DATE OF NAME CHANGE: 20050405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Xerox Holdings Corp CENTRAL INDEX KEY: 0001770450 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2038495216 MAIL ADDRESS: STREET 1: 201 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06851 4 1 doc1.xml FORM 4 X0306 4 2021-02-26 0 0001770450 Xerox Holdings Corp XRX 0000921669 ICAHN CARL C 16690 COLLINS AVENUE, SUITE PH-1 SUNNY ISLES BEACH FL 33160 0 0 1 0 0001313666 ICAHN PARTNERS LP 16690 COLLINS AVENUE, SUITE PH-1 SUNNY ISLES BEACH FL 33160 0 0 1 0 0001322827 ICAHN PARTNERS MASTER FUND LP 16690 COLLINS AVENUE, SUITE PH-1 SUNNY ISLES BEACH FL 33160 0 0 1 0 Forward contract (obligation to purchase) 2021-02-26 4 J 0 1 A 2021-02-26 2023-02-22 Common Stock, $1 par value ("Shares") 123452 1 I Please see footnotes Icahn Partners LP ("Icahn Partners") directly beneficially owns 16,826,379 Shares and Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 11,942,856 Shares. On February 26, 2021, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 72,168 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 51,284 Shares, in each case at a forward price of $20 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of Icahn Partners and Icahn Master paid the counterparty to the forward contract $5.40 per Share upon establishing the contract. Subject to the rights of Icahn Partners and Icahn Master to accelerate the settlement date, the forward contracts will settle on February 22, 2023. The forward contracts provide for physical settlement, with Icahn Partners and Icahn Master, respectively, retaining the right to elect cash settlement. None of the forward contracts give Icahn Partners or Icahn Master, as applicable, direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate. 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. 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 Icahn Partners and Icahn Master. 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. /S/ Carl C. Icahn 2021-03-02 /S/ Icahn Partners L.P 2021-03-02 /S/ Icahn Partners Master Fund LP 2021-03-02