SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Amylin Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, Par Value $.001
(Title of Class of Securities)
032346108
(CUSIP Number)
Marc Weitzen, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 28, 2009
(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).
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
5,181,769
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,181,769
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,181,769
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.77%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,567,333
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,567,333
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,567,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.14%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
599,200
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
599,200
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
599,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.44%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
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
7,348,302
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,348,302
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,348,302
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.34%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
4,077,855
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,077,855
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,077,855
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.96%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
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
4,077,855
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,077,855
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,077,855
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.96%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
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
11,426,157
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,426,157
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,426,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.30%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
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
11,426,157
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,426,157
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,426,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.30%
14 TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
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
11,426,157
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,426,157
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,426,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.30%
14 TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
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
11,426,157
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,426,157
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,426,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.30%
14 TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
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
11,426,157
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,426,157
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,426,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.30%
14 TYPE OF REPORTING PERSON
CO
|
SCHEDULE 13D
AMENDMENT NO. 2
CUSIP No. 032346108
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
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
11,426,157
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,426,157
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,426,157
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.30%
14 TYPE OF REPORTING PERSON
IN
|
SCHEDULE 13D
AMENDMENT NO. 2
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission ("SEC")
by the Reporting Persons on May 22, 2008 (as amended, the "Initial 13D"), as
amended by amendment No. 1 thereto, with respect to the shares of Common Stock,
par value $.001 (the "Shares"), issued by Amylin Pharmaceuticals, Inc., (the
"Issuer"), is hereby 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. The address of the
principal executive offices of the Issuer is 9360 Towne Centre Drive, San Diego,
California 92121.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 11,426,157 Shares purchased by the
Reporting Persons collectively was $299,004,953 (including commissions). The
source of funding for the purchase of these Shares was the general working
capital of the respective purchasers. The Shares are held by the Reporting
Persons in margin accounts together with other securities. Such margin accounts
may from time to time have debit balances. Part of the purchase price of the
Shares purchased by the Reporting Persons was obtained through margin borrowing.
The Shares purchased by the Reporting Persons are maintained in margin accounts
that include positions in securities in addition to Shares. As of the close of
business on January 27, 2009, the indebtedness of (i) Icahn Partners' margin
account was approximately $94,110,074, (ii) Icahn Master's margin account was
approximately $190,262,973, (iii) Icahn Master II's margin account was
approximately $57,816,679, and (iv) Icahn Master III's margin account was
approximately $17,009,458.
Item 4. Purpose of Transaction
Representatives of the Reporting Persons and of the Issuer have had
conversations concerning board representation. No agreement was reached. As a
result, the Reporting Persons' representatives notified Issuer that the
Reporting Persons intend to nominate a slate of five directors and intend to
solicit proxies in favor of that slate.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Initial 13D is hereby amended and restated to read in its
entirety as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 11,426,157 Shares, representing approximately 8.30% of the
Issuer's outstanding Shares (based upon the 137,617,353 Shares stated
to be outstanding as of October 28, 2008 by the Issuer in the Issuer's
Form 10-Q, filed with the Securities and Exchange Commission on
November 4, 2008).
Item 5(b) of the Initial 13D is hereby amended and restated to read in its
entirety as follows:
(b) Icahn Master has sole voting power and sole dispositive power with
regard to 5,181,769 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 Master II has sole voting power and sole
dispositive power with regard to 1,567,333 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 Master III
has sole voting power and sole dispositive power with regard to
599,200 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 4,077,855 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 Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of
their relationships to each of Icahn Master, Icahn Master II and Icahn
Master III (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 each of Icahn Master, Icahn Master II and Icahn
Master III 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.
Item 5(c) of the Initial 13D is hereby amended by the addition of the
following:
(c) The Reporting Persons have not effected any transactions with respect
to Shares during the past sixty (60) days.
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: January 28, 2009
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
|
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
|
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
|
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
|
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
|
ICAHN ONSHORE LP
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
By: /s/ Peter K. Shea
-----------------
Name: Peter Shea
Title: President
|
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Peter K. Shea
-----------------
Name: Peter Shea
Title: President
|
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Peter K. Shea
-----------------
Name: Peter Shea
Title: President
|
ICAHN ENTERPRISES G.P. INC.
By: /s/ Peter K. Shea
-----------------
Name: Peter Shea
Title: President
|
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
|
[Signature Page of Schedule 13D Amendment No. 2 - Amylin Pharmaceuticals, Inc.]
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