SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. 57)*
Icahn Enterprises L.P.
(Name of Issuer)
Depositary Units Representing
Limited Partner Interests
(Title of Class of
Securities)
451100 10 1
(CUSIP Number)
Jesse Lynn, Esq.
Icahn Associates LLC
16690 Collins
Avenue, Suite PH-1
Sunny Isles
Beach, FL 33160
(305)
422-4000
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and
Communications)
June 25, 2020
(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 which is the subject of this Schedule 13D, and is
filing this schedule because 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 Section 240.13d-7(b) 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
CUSIP No. 451100 10 1
1. NAME
OF REPORTING PERSON
CCI Onshore
LLC
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) /
/
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not
applicable.
| 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
47,735,734
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
47,735,734
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
47,735,734
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.5%
14 TYPE
OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME
OF REPORTING PERSON
Gascon Partners
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) /
/
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not applicable.
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE
VOTING POWER
28,112,579
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
28,112,579
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,112,579
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
14 TYPE
OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME
OF REPORTING PERSON
High Coast
Limited Partnership
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) /
/
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not
applicable.
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
98,636,088
8 SHARED
VOTING POWER
47,735,734
9 SOLE
DISPOSITIVE POWER
98,636,088
10 SHARED
DISPOSITIVE POWER
47,735,734
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,371,822
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
65.8%
14 TYPE
OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME
OF REPORTING PERSON
Highcrest Investors LLC
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b)
/ /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not applicable.
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
22,944,611
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
22,944,611
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,944,611
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14 TYPE
OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME
OF REPORTING PERSON
Thornwood Associates Limited
Partnership
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) /
/
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not
applicable.
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
7,634,316
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
7,634,316
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,634,316
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /
/
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE
OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME
OF REPORTING PERSON
Barberry Corp.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) /
/
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not applicable.
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
7,634,316
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
7,634,316
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,634,316
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE
OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME
OF REPORTING PERSON
Starfire Holding Corporation
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) /
/
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not applicable.
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
22,944,611
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
22,944,611
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,944,611
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /
/
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14 TYPE
OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME
OF REPORTING PERSON
Little Meadow Corp.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
/x/
(b) /
/
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not applicable.
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
174,484,401
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
174,484,401
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,484,401
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.5%
14 TYPE
OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 451100 10 1
1 NAME
OF REPORTING PERSON
Carl C. Icahn
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) /
/
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not applicable.
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
205,063,328
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
205,063,328
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,063,328
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.2%
14 TYPE
OF REPORTING PERSON
IN
SCHEDULE 13D
The Schedule 13D filed with the
U.S. Securities and Exchange Commission ("SEC") on September 24,
1990, as previously amended (the “Initial 13D”), is hereby further
amended to furnish the additional information set forth in this
Amendment No. 57 to the Initial 13D. All capitalized terms
contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Initial 13D.
Item 5. Interest in Securities of
the Issuer
Items 5(a), 5(b) and 5(c) of the
Initial 13D are hereby amended and restated as follows:
(a) The Reporting Persons may be
deemed to beneficially own, in the aggregate, 205,063,328
Depositary Units, representing approximately 92.2% of the Issuer's
outstanding Depositary Units (based upon: (i) the 214,309,142
Depositary Units stated to be outstanding as of May 7, 2020 by the
Issuer in the Issuer's Form 10-Q filing filed with the Securities
and Exchange Commission on May 8, 2020; plus (ii) the 8,013,676
Depositary Units issued to the Reporting Persons by the Issuer on
June 25, 2020 in connection with a regular quarterly distribution
of Depositary Units by the Issuer).
(b) CCI Onshore has sole voting
power and sole dispositive power with respect to 47,735,734
Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of High Coast, Little Meadow and Mr. Icahn (by virtue of their
relationships to CCI Onshore) may be deemed to indirectly
beneficially own the Depositary Units which CCI Onshore owns. Each
of High Coast, Little Meadow and Mr. Icahn disclaims beneficial
ownership of the Depositary Units for all other purposes.
Gascon has sole voting power and
sole dispositive power with respect to 28,112,579 Depositary Units.
Pursuant to Rule 13d-3(a) under the Exchange Act, each of Little
Meadow and Mr. Icahn (by virtue of their relationships to Gascon)
may be deemed to indirectly beneficially own the Depositary Units
which Gascon owns. Each of Little Meadow and Mr. Icahn disclaims
beneficial ownership of the Depositary Units for all other
purposes.
High Coast has sole voting power
and sole dispositive power with respect to 98,636,088 Depositary
Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of
Little Meadow and Mr. Icahn (by virtue of their relationships to
High Coast) may be deemed to indirectly beneficially own the
Depositary Units which High Coast owns. Each of Little Meadow and
Mr. Icahn disclaims beneficial ownership of the Depositary Units
for all other purposes.
Highcrest has sole voting power
and sole dispositive power with respect to 22,944,611 Depositary
Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of
Starfire and Mr. Icahn (by virtue of their relationships to
Highcrest) may be deemed to indirectly beneficially own the
Depositary Units which Highcrest owns. Each of Starfire and Mr.
Icahn disclaims beneficial ownership of the Depositary Units for
all other purposes.
Thornwood has sole voting power
and sole dispositive power with respect to 7,634,316 Depositary
Units. Pursuant to Rule 13d-3(a) under the Exchange Act, each of
Barberry and Mr. Icahn (by virtue of their relationships to
Thornwood) may be deemed to indirectly beneficially own the
Depositary Units which Thornwood owns. Each of Barberry and Mr.
Icahn disclaims beneficial ownership of the Depositary Units for
all other purposes.
(c) The following table sets
forth all transactions with respect to Depositary Units effected
during the past sixty (60) days by any of the Reporting Persons and
not previously reported on Schedule 13D. All such transactions were
acquisitions of Depositary Units from the Issuer in connection with
a quarterly dividend.
|
Name of Reporting Person
|
Date of
Transaction
|
Amount of
Securities
|
|
|
|
|
|
CCI Onshore
|
06/25/2020
|
1,865,466
|
|
|
|
|
|
Gascon
|
06/25/2020
|
1,098,613
|
|
|
|
|
|
High Coast
|
06/25/2020
|
3,854,603
|
|
|
|
|
|
Highcrest
|
06/25/2020
|
896,653
|
|
|
|
|
|
Thornwood
|
06/25/2020
|
298,341
|
|
|
|
|
SIGNATURES
After reasonable inquiry and to
the best of the knowledge and belief of each of the undersigned,
each of the undersigned certifies that the information set forth in
this statement on Schedule 13D concerning the depositary units
representing limited partner interests in Icahn Enterprises L.P., a
Delaware limited partnership, is true, complete and correct.
Dated: June 26, 2020
CCI ONSHORE LLC
By: /s/ Irene March
Name: Irene March
Title: Vice President
GASCON PARTNERS
By: Little Meadow Corp., its managing general partner
By: /s/ Irene March
Name: Irene March
Title: Vice President
HIGH COAST LIMITED PARTNERSHIP
By: Little Meadow Corp., its general partner
By: /s/ Irene March
Name: Irene March
Title: Vice President
HIGHCREST INVESTORS LLC
By: /s/ Irene March
Name: Irene March
Title: Vice President
[Signature Page for Amendment No.
57 to Schedule 13D – Icahn Enterprises L.P.]
BARBERRY CORP.
By: /s/ Irene March
Name: Irene March
Title: Vice President
LITTLE MEADOW CORP.
By: /s/ Irene March
Name: Irene March
Title: Vice President
STARFIRE HOLDING CORPORATION
By: /s/ Irene March
Name: Irene March
Title: Vice President
THORNWOOD ASSOCIATES LIMITED PARTNERSHIP
By: Barberry Corp., its general
partner
By: /s/ Irene March
Name: Irene March
Title: Vice President
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page for Amendment No.
57 to Schedule 13D – Icahn Enterprises L.P.]
