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Filing Details

Accession Number:: 0001140361-15-016394
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-04-24 17:27:10
Reporting Period:: 2014-12-18

Filing Date:: 2015-04-24
Accepted Time:: 2015-04-24 17:27:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
813762	Icahn Enterprises L.p.	IEP	Petroleum Refining (2911)	133398766

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
921669	C Carl Icahn	C/O Icahn Associates Holding Llc 767 Fifth Ave., Suite 4700 New York NY 10153		Yes	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Depositary Units	Acquisiton	2014-12-24	1,598,191	$94.41	108,810,845	No	4	J	Indirect	please see footnotes
Depositary Units	Acquisiton	2015-04-22	1,682,828	$91.08	110,493,673	No	4	J	Indirect	please see footnotes
Depositary Units	Disposition	2014-12-18	1,284	$96.26	16,000	No	4	S	Indirect	By wife
Depositary Units	Disposition	2014-12-23	2,000	$93.13	14,000	No	4	S	Indirect	By wife
Depositary Units	Disposition	2015-01-20	2,000	$91.98	12,000	No	4	S	Indirect	By wife

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	please see footnotes
No	4	J	Indirect	please see footnotes
No	4	S	Indirect	By wife
No	4	S	Indirect	By wife
No	4	S	Indirect	By wife

Footnotes

Depository Units representing limited partner interests in Icahn Enterprises L.P. (the "Issuer").
Comprised of Depositary Units held indirectly through Barberry Corp., CCI Offshore LLC, CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors Corp., Tramore LLC, Modal LLC and Thornwood Associates Limited Partnership.
Represents the date on which dividend amounts are determined based on the election of each holder and the volume weighted average trading price of units on NASDAQ during ten consecutive trading days following the election date.
Represents the amount foregone in exchange for each Depository Unit received as a dividend.
The reporting person received 1,598,191 Depositary Units as a payment-in-kind dividend on 107,212,654 Depositary Units owned on the dividend record date in a transaction exempt from Section 16(b) liability pursuant to Rule 16(b)-3(e) promulgated under the Securities Exchange Act of 1934, as amended.
The reporting person received 1,682,828 Depositary Units as a payment-in-kind dividend on 108,810,845 Depositary Units owned on the dividend record date in a transaction exempt from Section 16(b) liability pursuant to Rule 16(b)-3(e) promulgated under the Securities Exchange Act of 1934, as amended.
Barberry Corp. ("Barberry") beneficially owns 3,670,920 Depository Units. Carl C. Icahn beneficially owns 100% of Barberry. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Barberry) may be deemed to indirectly beneficially own the Depository Units which Barberry owns. Mr. Icahn disclaims beneficial ownership of such Depository Units except to the extent of his pecuniary interest therein.
8. CCI Offshore LLC ("CCI Offshore") beneficially owns 2,345,035 Depository Units. Barberry is the sole member of CCI Offshore. Carl C. Icahn beneficially owns 100% of Barberry. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Barberry (by virtue of their relationships to CCI Offshore) may be deemed to indirectly beneficially own the Depository Units which CCI Offshore owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
CCI Onshore LLC ("CCI Onshore") beneficially owns 18,575,223 Depository Units. High Coast Limited Partnership ("High Coast") is the sole member of CCI Onshore. Little Meadow Corp. ("Little Meadow") is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn, Little Meadow and High Coast (by virtue of their relationships to CCI Onshore) may be deemed to indirectly beneficially own the Depository Units which CCI Onshore owns. Each of Mr. Icahn, Little Meadow and High Coast disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
Gascon Partners ("Gascon") beneficially owns 16,339,869 Depository Units. Little Meadow is the managing general partner of Gascon. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to Gascon) may be deemed to indirectly beneficially own the Depository Units which Gascon owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
High Coast Limited Partnership ("High Coast") beneficially owns 42,599,822 Depository Units. Little Meadow is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to High Coast) may be deemed to indirectly beneficially own the Depository Units which High Coast owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
Highcrest Investors Corp. ("Highcrest") beneficially owns 12,691,325 Depository Units. Starfire Holding Corporation ("Starfire") beneficially owns 99.5% of Highcrest. Carl C. Icahn beneficially owns 100% of Starfire. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Starfire (by virtue of their relationships to Highcrest) may be deemed to indirectly beneficially own the Depository Units which Highcrest owns. Each of Mr. Icahn and Starfire disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
Tramore LLC ("Tramore") beneficially owns 8,307,534 Depository Units. Carl C. Icahn beneficially owns 100% of Tramore. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Tramore) may be deemed to indirectly beneficially own the Depository Units which Tramore owns. Mr. Icahn disclaims beneficial ownership of such Depository Units except to the extent of his pecuniary interest therein.
Modal LLC ("Modal") beneficially owns 732,359 Depository Units. Carl C. Icahn beneficially owns 100% of Modal. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, Mr. Icahn (by virtue of his relationship to Modal) may be deemed to indirectly beneficially own the Depository Units which Modal owns. Mr. Icahn disclaims beneficial ownership of such Depository Units except to the extent of his pecuniary interest therein.
Thornwood Associates Limited Partnership ("Thornwood") beneficially owns 5,231,586 Depository Units. Barberry is the general partner of Thornwood. Carl C. Icahn beneficially owns 100% of Barberry. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Barberry (by virtue of their relationships to Thornwood) may be deemed to indirectly beneficially own the Depository Units which Thornwood owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.
Mr. Icahn may be deemed to indirectly beneficially own the Depository Units owned by Gail Golden, his wife. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.