0001567619-21-005831.txt : 20210308
0001567619-21-005831.hdr.sgml : 20210308
20210308170115
ACCESSION NUMBER: 0001567619-21-005831
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210304
FILED AS OF DATE: 20210308
DATE AS OF CHANGE: 20210308
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: 21722761
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: 21722760
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: 21722759
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
2021-03-04
0
0001770450
Xerox Holdings Corp
XRX
0000921669
ICAHN CARL C
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH
FL
33160
0
0
1
0
0001313666
ICAHN PARTNERS LP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH
FL
33160
0
0
1
0
0001322827
ICAHN PARTNERS MASTER FUND LP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH
FL
33160
0
0
1
0
Forward Contract (obligation to purchase)
2021-03-04
4
J
0
1
A
2021-03-04
2023-02-22
Common Stock, $1 par value ("Shares")
817076
1
I
Please see footnotes
Forward Contract (obligation to purchase)
2021-03-05
4
J
0
1
A
2021-03-05
2023-02-22
Shares
29118
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 March 4, 2021, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 478,077 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 338,999 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 $5.25 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.
On March 5, 2021, Icahn Partners entered into a forward contract providing for the purchase by Icahn Partners of 17,021 Shares and Icahn Master entered into a forward contract providing for the purchase by Icahn Master of 12,097 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 $5.41 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
2021-03-08
/S/ Icahn Partners L.P
2021-03-08
/S/ Icahn Partners Master Fund LP
2021-03-08