According to the latest 13D filing with the US SEC, billionaire Carl Icahn‘s Icahn Capital LP has entered into an agreement with Xerox Corp (NYSE:XRX), upon which, among other things, the company will immediately appoint to the board of directors Icahn’s lieutenant Jonathan Christodoro.
It was also revealed in the filing that Icahn Capital LP increased its stake in Xerox Corp (NYSE:XRX) and that it currently owns 99.03 million shares, which amass 9.78% of the company’s outstanding shares. The fund previously held 92.38 million shares, according to its latest 13F filing (for the end of March).
Xerox Corporation is a company that provides a variety of professional business services, such as business process outsourcing and document outsourcing. Year-to-date, the company’s stock is down by 15.71%. In its latest financial report for the first quarter of 2016, the Xerox Corporation disclosed earnings per share of $0.22 and revenue of $4.28 billion, which compares to earnings per share of $0.24 and revenue of $4.47 for the same quarter in the previous year.
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Among hedge funds tracked by Insider Monkey, 29 reported long positions in Xerox Corporation (NYSE:XRX) at the end of March, versus 25 funds in the previous quarter. Icahn Capital LP disclosed the biggest position, followed by Cliff Asness’ AQR Capital Management with the second-largest stake worth around $121.2 million. Some other investors with similar bullishness contain Peter Rathjens, Bruce Clarke and John Campbell’s Arrowstreet Capital, and David Harding’s Winton Capital Management.
Investors that have acquired the biggest positions during the quarter encompass Joel Greenblatt’s Gotham Asset Management, which invested $44.2 million in the company, and Israel Englander’s Millennium Management, which also initiated a valuable position worth $7.5 million. Some other funds with new positions in the stock are Paul Tudor Jones’s Tudor Investment Corp, Matthew Tewksbury’s Stevens Capital Management, and Neil Chriss’s Hutchin Hill Capital.
You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| High River Limited Partnership | 19,806,005 | 0 | 19,806,005 | 0 | 19,806,005 | 1.96% |
| Hopper Investments | 0 | 19,806,005 | 0 | 19,806,005 | 19,806,005 | 1.96% |
| Barberry Corp | 0 | 19,806,005 | 0 | 19,806,005 | 19,806,005 | 1.96% |
| Icahn Partners Master Fund | 32,815,099 | 0 | 32,815,099 | 0 | 32,815,099 | 3.24% |
| Icahn Offshore | 0 | 32,815,099 | 0 | 32,815,099 | 32,815,099 | 3.24% |
| Icahn Partners | 46,408,922 | 0 | 46,408,922 | 0 | 46,408,922 | 4.58% |
| Icahn Onshore | 0 | 46,408,922 | 0 | 46,408,922 | 46,408,922 | 4.58% |
| Icahn Capital | 0 | 79,224,021 | 0 | 79,224,021 | 79,224,021 | 7.82% |
| IPH GP | 0 | 79,224,021 | 0 | 79,224,021 | 79,224,021 | 7.82% |
| Icahn Enterprises Holdings | 0 | 79,224,021 | 0 | 79,224,021 | 79,224,021 | 7.82% |
| Icahn Enterprises G.P. Inc | 0 | 79,224,021 | 0 | 79,224,021 | 79,224,021 | 7.82% |
| Beckton Corp | 0 | 79,224,021 | 0 | 79,224,021 | 79,224,021 | 7.82% |
| Carl C. Icahn | 0 | 99,030,026 | 0 | 99,030,026 | 99,030,026 | 9.78% |
| Date of Transaction Amount of Securities Price Per Share High River Limited Partnership |
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Page 1 of 17 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Xerox Corporation
(Name of Issuer)
Common Stock, $1 par value
(Title of Class of Securities)
984121103
(CUSIP Number)
Jesse Lynn, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 27, 2016
(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 that is the subject of this Schedule 13D, and is filing this schedule because of 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 Rule 13d‑7 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).
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Page 2 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 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
19,806,005
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
19,806,005
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,806,005
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.96%
14 TYPE OF REPORTING PERSON
PN
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Page 3 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
19,806,005
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
19,806,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,806,005
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.96%
14 TYPE OF REPORTING PERSON
OO
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Page 4 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
19,806,005
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
19,806,005
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,806,005
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.96%
14 TYPE OF REPORTING PERSON
CO
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Page 5 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 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
32,815,099
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
32,815,099
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,815,099
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.24%
14 TYPE OF REPORTING PERSON
PN
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Page 6 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
32,815,099
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
32,815,099
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,815,099
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.24%
14 TYPE OF REPORTING PERSON
PN
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Page 7 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 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
46,408,922
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
46,408,922
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,408,922
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.58%
14 TYPE OF REPORTING PERSON
PN
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Page 8 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
46,408,922
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
46,408,922
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,408,922
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.58%
14 TYPE OF REPORTING PERSON
PN
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Page 9 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
79,224,021
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
79,224,021
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,224,021
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82%
14 TYPE OF REPORTING PERSON
PN
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Page 10 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
79,224,021
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
79,224,021
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,224,021
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82%
14 TYPE OF REPORTING PERSON
OO
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Page 11 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
79,224,021
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
79,224,021
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,224,021
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82%
14 TYPE OF REPORTING PERSON
PN
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Page 12 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
79,224,021
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
79,224,021
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,224,021
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82%
14 TYPE OF REPORTING PERSON
CO
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Page 13 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
79,224,021
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
79,224,021
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,224,021
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82%
14 TYPE OF REPORTING PERSON
CO
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Page 14 of 17 – SEC Filing
SCHEDULE 13D
CUSIP No. 984121103
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 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
99,030,026
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
99,030,026
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
99,030,026
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.78%
14 TYPE OF REPORTING PERSON
IN
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Page 15 of 17 – SEC Filing
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 3 to the Schedule 13D relating to the shares of Common Stock, $1 par value (“Shares”), issued by Xerox Corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2015 (as previously amended, the “Schedule 13D”), 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 Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 99,030,026 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $1,026.3 million (including commissions and premiums for options and forwards to purchase Shares). The source of funding for the Shares held by the Reporting Persons was the general working capital of the respective purchasers. The Shares held by the Reporting Persons are held in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of such Shares was obtained through margin borrowing.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following:
On June 27, 2016, the Reporting Persons entered into an Agreement with the Issuer. A copy of the Agreement is filed herewith as an exhibit and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 99,030,026 Shares, representing approximately 9.78% of the Issuer’s outstanding Shares (based upon the 1,013,002,305 Shares stated to be outstanding as of March 31, 2016 by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2016).
(b) High River has sole voting power and sole dispositive power with regard to 19,806,005 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 32,815,099 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 46,408,922 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
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Page 16 of 17 – SEC Filing
Item 5(c) of the Schedule 13D is herby amended by the addition of the following:
(c) The following table sets forth all transactions with respect to Shares effected by the Reporting Persons since their last filing on Schedule 13D. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
| Name of Reporting Person | Date of Transaction | Amount of Securities | Price Per Share |
| High River Limited Partnership | 04/27/2016 | 455,000.00 | $9.91 |
| High River Limited Partnership | 04/28/2016 | 300,000.00 | 9.86 |
| High River Limited Partnership | 04/29/2016 | 400,000.00 | 9.62 |
| High River Limited Partnership | 05/02/2016 | 105,597.00 | 9.58 |
| High River Limited Partnership | 05/03/2016 | 70,000.00 | 9.48 |
| Icahn Partners LP | 04/27/2016 | 1,113,159.00 | $9.91 |
| Icahn Partners LP | 04/28/2016 | 702,149.00 | 9.86 |
| Icahn Partners LP | 04/29/2016 | 936,201.00 | 9.62 |
| Icahn Partners LP | 05/02/2016 | 299,919.00 | 9.58 |
| Icahn Partners LP | 05/03/2016 | 164,023.00 | 9.48 |
| Icahn Partners Master Fund LP | 04/27/2016 | 706,841.00 | $9.91 |
| Icahn Partners Master Fund LP | 04/28/2016 | 497,851.00 | 9.86 |
| Icahn Partners Master Fund LP | 04/29/2016 | 663,799.00 | 9.62 |
| Icahn Partners Master Fund LP | 05/02/2016 | 122,467.00 | 9.58 |
| Icahn Partners Master Fund LP | 05/03/2016 | 115,977.00 | 9.48 |
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by adding the following:
The disclosure set forth above in Item 4 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
| 1. | Agreement between the Reporting Persons and the Issuer (incorporated by reference to Exhibit 10(b) to the Form 8−K filed by the Issuer with the Securities and Exchange Commission on June 27, 2016). |
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Page 17 of 17 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 27, 2016
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Amendment No. 3 to Schedule 13D – Xerox Corporation]
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