Amended Statement of Beneficial Ownership (sc 13d/a)
March 10 2023 - 4:46PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment 4)*
Southwest Gas Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 per share
(Title of Class of Securities)
844895102
(CUSIP Number)
Jesse A. Lynn
Chief Operating Officer
Icahn Capital LP
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
(305) 422-4100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 10, 2023
(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 §§ 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 240.13d-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
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
Icahn Partners Master Fund LP |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
WC |
(5) |
CHECK 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
3,724,746 |
(8) |
SHARED VOTING POWER
3,724,746 |
(9) |
SOLE DISPOSITIVE POWER
3,724,746 |
(10) |
SHARED DISPOSITIVE POWER
3,724,746 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,724,746 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
|
(14) |
TYPE OF REPORTING PERSON
PN |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
Icahn Offshore LP |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
OO |
(5) |
CHECK 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
3,724,746 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
3,724,746 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,724,746 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
|
(14) |
TYPE OF REPORTING PERSON
PN |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
Icahn Partners LP |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
WC |
(5) |
CHECK 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
5,219,719 |
(8) |
SHARED VOTING POWER
5,219,719 |
(9) |
SOLE DISPOSITIVE POWER
5,219,719 |
(10) |
SHARED DISPOSITIVE POWER
5,219,719 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,219,719 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%
|
(14) |
TYPE OF REPORTING PERSON
PN |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
Icahn Onshore LP |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
OO |
(5) |
CHECK 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
5,219,719 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
5,219,719 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,219,719 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%
|
(14) |
TYPE OF REPORTING PERSON
PN |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
Icahn Capital LP |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
OO |
(5) |
CHECK 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
8,944,465 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
8,944,465 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,944,465 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.64%
|
(14) |
TYPE OF REPORTING PERSON
PN |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
IPH GP LLC |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
OO |
(5) |
CHECK 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
8,944,465 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
8,944,465 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,944,465 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.64%
|
(14) |
TYPE OF REPORTING PERSON
OO |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
Icahn Enterprises Holdings L.P. |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
OO |
(5) |
CHECK 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
8,944,465 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
8,944,465 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,944,465 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.64%
|
(14) |
TYPE OF REPORTING PERSON
PN |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
Icahn Enterprises G.P. Inc. |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
OO |
(5) |
CHECK 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
8,944,465 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
8,944,465 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,944,465 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.64%
|
(14) |
TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
Beckton Corp. |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
OO |
(5) |
CHECK 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
8,944,465 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
8,944,465 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,944,465 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.64%
|
(14) |
TYPE OF REPORTING PERSON
CO |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
IEP Utility Holdings LLC |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
WC |
(5) |
CHECK 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
0 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
0 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
(14) |
TYPE OF REPORTING PERSON
OO |
SCHEDULE 13D
CUSIP No. 844895102 |
(1) |
NAME OF REPORTING PERSONS |
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) |
|
|
|
Carl C. Icahn |
(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☐ |
(3) |
SEC USE ONLY
|
(4) |
SOURCE OF FUNDS
OO |
(5) |
CHECK 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
8,944,465 |
(9) |
SOLE DISPOSITIVE POWER
0 |
(10) |
SHARED DISPOSITIVE POWER
8,944,465 |
(11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,944,465 |
(12) |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
(13) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.64%
|
(14) |
TYPE OF REPORTING PERSON
IN |
Item 1. |
Security and Issuer. |
This statement
constitutes Amendment No. 4 to the Schedule 13D (as amended, the “Schedule 13D”) relating to the shares of the common
stock, par value $1.00 per share (the “Shares”), of Southwest Gas Holdings,
Inc., a Delaware corporation (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and
Exchange Commission (the “SEC”) on June 3, 2022, as amended by Amendment No. 1 filed with the SEC on August 16, 2022,
Amendment No. 2 filed with the SEC on September 6, 2022, and Amendment No. 3 filed with the SEC on October 26, 2022. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended by the
addition of the following:
On March 10, 2023, Icahn Partners and Icahn
Master purchased an aggregate of 2,332,835 Shares at a price of $60.12 per Share from the underwriters in connection with a
registered underwritten offering by the Issuer. The source of funding for the Shares held by
the Reporting Persons was the general working capital of the respective purchasers.
Item 5. |
Interest in Securities of the Issuer.
|
Item 5(a), (b) and (c) of the Schedule 13D is hereby amended by replacing
it in its entirety with the following:
(a) As of the date hereof, the Reporting Persons may
be deemed to beneficially own, in the aggregate, 8,944,465 Shares, representing approximately 12.64% of the Issuer’s outstanding
Shares, based on 70,788,399 Shares outstanding as of March 10, 2023, as disclosed by the Issuer in
its prospectus supplement filed with the SEC on March 9, 2023.
(b) Icahn Master
has sole voting and sole dispositive power with respect to 3,724,746 Shares. Each of Icahn
Offshore, Icahn Capital, IPH GP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships
to Icahn Master, has shared voting power and shared dispositive power with respect to such shares. Icahn Partners has sole voting and
sole dispositive power with respect to 5,219,719 Shares. Each of Icahn Onshore, Icahn Capital,
IPH GP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners,
has shared voting power and shared dispositive power with respect to such shares. IEP Utility has sole voting power and sole dispositive
power and shared and shared dispositive power with respect to 0 Shares; however, IEP Utility has been included in this Schedule 13D as
it is a signatory to the Amended and Restated Cooperation Agreement.
(c) Except as described in Item 4 above, the Reporting
Persons have not effected any transactions with respect to the Shares within the past 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: March 10, 2023
ICAHN PARTNERS LP
ICAHN ONSHORE LP
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN CAPITAL LP
IPH GP LLC
By: /s/ Jesse Lynn
Name: Jesse Lynn
Title: Chief Operating Officer
BECKTON CORP.
By: /s/Ted Papapostolou
Name: Ted Papapostolou
Title: Vice President
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc.,
its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Ted Papapostolou
Name: Ted Papapostolou
Title: Chief Accounting Officer
IEP UTILITY HOLDINGS LLC
By: /s/ Ted Papapostolou
Name: Ted Papapostolou
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Schedule 13D Amendment No. 4 –
SWX] |
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|
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