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Filing Details

Accession Number:: 0000899243-17-001842
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-01-24 16:28:07
Reporting Period:: 2017-01-23

Filing Date:: 2017-01-24
Accepted Time:: 2017-01-24 16:28:07
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1419581	Federal-Mogul Holdings Corp	FDML	()	NY

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		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share ("Shares")	Acquisiton	2017-01-23	16,766,401	$10.00	155,366,542	No	4	P	Indirect	please see all footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	please see all footnotes

Footnotes

Represents Shares validly tendered in a tender offer, related to the Merger (as defined below), and accepted for payment and paid for by Icahn Enterprises L.P. ("Icahn Enterprises"), which together with the 138,590,141 Shares that were indirectly owned by Carl C. Icahn, represent the total of 155,366,542 Shares.
IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 155,366,542 Shares. American Entertainment Properties Corp. ("AEP") is the sole member of FM Holdings. Icahn Building LLC ("Icahn Building") is the sole stockholder of AEP. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of Icahn Building. Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP") is the general partner of Icahn Enterprises Holdings. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP.
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 the foregoing entities. In addition, Mr. Icahn is the indirect holder of approximately 89.8% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises. Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.
Each of AEP, Icahn Building, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton (by virtue of their relationship to FM Holdings) and Mr. Icahn (by virtue of his relationship to Beckton), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which FM Holdings owns. Each of AEP, Icahn Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interests therein.
Does not include 17,798 Shares owned by Gail Golden, the spouse of Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.
As part of the merger of FM Holdings with and into Federal-Mogul Holdings Corporation (the "Issuer"), with the Issuer as the surviving corporation and an indirectly wholly owned subsidiary of Icahn Enterprises (the "Merger"), all of the outstanding Shares, including the 13,674,109 Shares not owned by Mr. Icahn immediately prior to the Merger, were cancelled and retired and automatically converted into the right to receive the merger consideration.