- Statement of Changes in Beneficial Ownership (4)
September 28 2011 - 5:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ICAHN CARL C
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2. Issuer Name
and
Ticker or Trading Symbol
American Railcar Industries, Inc.
[
ARII
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ICAHN ASSOCIATES CORP., 767 FIFTH AVE., SUITE 4700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/26/2011
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(Street)
NEW YORK, NY 10153
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock
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9/26/2011
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P
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18500
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A
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$15.11
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11765298
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I
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please see all footnotes
(1)
(2)
(3)
(4)
(5)
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Common stock
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9/27/2011
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P
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18500
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A
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$15.42
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11783798
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I
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please see all footnotes
(1)
(2)
(3)
(4)
(5)
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Common stock
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9/28/2011
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P
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18500
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A
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$15.19
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11802298
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I
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please see all footnotes
(1)
(2)
(3)
(4)
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") directly beneficially owns 238,153 Shares. IEH ARI Holdings LLC ("ARI Holdings") beneficially owns 11,564,145 Shares. Icahn Enterprises Holdings is the sole member of ARI Holdings. 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. Carl C. Icahn beneficially owns 100% of Beckton.
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(
2)
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In addition, Mr. Icahn is the indirect holder of approximately 92.6% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.
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(
3)
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Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn (by virtue of their relationships to ARI Holdings) may be deemed to indirectly beneficially own the Shares which ARI Holdings owns. Each of 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.
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(
4)
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Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Icahn Enterprises GP, Beckton and Mr. Icahn (by virtue of their relationships to Icahn Enterprises Holdings) may be deemed to indirectly beneficially own the Shares which Icahn Enterprises Holdings owns. Each of Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
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(
5)
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Does not include 23,800 Shares owned by Gail Golden, the spouse of Mr. Icahn. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ICAHN CARL C
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700
NEW YORK, NY 10153
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X
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X
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ICAHN ENTERPRISES HOLDINGS L.P.
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
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X
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ICAHN ENTERPRISES G.P. INC.
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
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X
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IEH ARI HOLDINGS LLC
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
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X
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BECKTON CORP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
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X
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Signatures
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CARL C. ICAHN
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9/28/2011
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**
Signature of Reporting Person
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Date
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ICAHN ENTERPRISES HOLDINGS LP
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9/28/2011
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**
Signature of Reporting Person
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Date
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IEH ARI HOLDINGS LLC
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9/28/2011
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**
Signature of Reporting Person
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Date
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ICAHN ENTERPRISES G.P. INC.
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9/28/2011
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**
Signature of Reporting Person
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Date
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BECKTON CORP.
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9/28/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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