13D Filing: Carl Icahn Makes Offer to Buy Remaining Shares of Federal-Mogul Holdings Corp (FDML)

SCHEDULE 13D

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on January 7, 2008, as previously amended (the “Initial 13D”), by the Reporting Persons with respect to the shares of Common Stock, par value $0.01 (the “Shares”), issued by Federal-Mogul Holdings Corporation (the “Issuer”), is hereby further amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

Item 4. Purpose of Transaction

Item 4 of the Initial 13D is hereby amended by adding the following:

On February 28, 2016, Icahn Enterprises L.P. delivered a letter to the Issuer’s board of directors regarding a potential acquisition of the remaining shares of the Issuer’s common stock by Icahn Enterprises in a merger transaction. A copy of this letter is filed herewith as an exhibit and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

1.	Letter from Icahn Enterprises L.P. to the Board of Directors of the Issuer.