SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act
of 1934
(Amendment No. 58)*
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) 422-4100
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and
Communications)
September 29, 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
49,721,044
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
49,721,044
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,721,044
| 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
29,281,771
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
29,281,771
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,281,771
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES/ /
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
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
102,535,566
8 SHARED
VOTING POWER
49,721,044
9 SOLE
DISPOSITIVE POWER
102,535,566
10 SHARED
DISPOSITIVE POWER
49,721,044
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,256,610
| 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
23,898,869
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
23,898,869
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,898,869
| 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
7,951,824
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
7,951,824
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,951,824
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
7,951,824
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
7,951,824
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,951,824
| 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
23,898,869
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
23,898,869
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,898,869
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
181,538,381
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
181,538,381
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
181,538,381
| 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
213,389,074
9 SOLE
DISPOSITIVE POWER
0
10 SHARED
DISPOSITIVE POWER
213,389,074
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,389,074
| 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. 58 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 4. Purpose of
Transaction
Item 4 of the Initial 13D is
hereby amended to add the following:
On October 1, 2020, High Coast
entered into a Depositary Unit Purchase Agreement with Brett Icahn,
the son of Carl C. Icahn, pursuant to which High Coast sold 202,758
Depositary Units to Brett Icahn.
The above description of the
Depositary Unit Purchase Agreement is a summary and does not
purport to be a complete description of all of the terms and
conditions thereof and is qualified in its entirety by reference to
the full text of the Depositary Unit Purchase Agreement, which is
filed herewith as an exhibit and incorporated herein by
reference.
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, 213,389,074
Depositary Units, representing approximately 92.2% of the Issuer's
outstanding Depositary Units (based upon: (i) the 222,804,933
Depositary Units stated to be outstanding as of August 7, 2020 by
the Issuer in the Issuer's Form 10-Q filing filed with the
Securities and Exchange Commission on August 10, 2020; plus (ii)
the 8,528,504 Depositary Units issued to the Reporting Persons by
the Issuer on September 29, 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 49,721,044
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 29,281,771 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 102,535,566 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 23,898,869 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 7,951,824 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. Except as noted below, 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
|
09/29/2020
|
1,985,310
|
|
|
|
|
|
Gascon
|
09/29/2020
|
1,169,192
|
|
|
|
|
|
High Coast
|
09/29/2020
|
4,102,236
|
|
|
|
|
|
High Coast
|
10/01/2020
|
(202,758) (1)
|
|
|
|
|
|
Highcrest
|
09/29/2020
|
954,258
|
|
|
|
|
|
Thornwood
|
09/29/2020
|
317,508
|
|
|
|
|
|
(1)
|
Sale of Depositary Units by High
Coast described in Item 4 above.
|
Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the
Issuer.
Item 6 of the Initial 13D is
hereby amended to add the following:
The disclosure set forth in Item
4 above is incorporated by reference into this Item 6.
Item 7. Material to be Filed as
Exhibits.
|
1.
|
Depositary Unit Purchase
Agreement dated as of October 1, 2020, between High Coast Limited
Partnership and Brett Icahn.
|
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: October 1, 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.
58 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.
58 to Schedule 13D – Icahn Enterprises L.P.]
