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. ☐
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).
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
CORVEX MANAGEMENT
LP
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
AF
|
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:
7,710,474*
|
|
8.
|
|
Shared Voting Power:
0
|
|
9.
|
|
Sole Dispositive Power:
5,710,474*
|
|
10.
|
|
Shared Dispositive Power:
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
7,710,474*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
7.9%
|
14.
|
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Type of Reporting Person (See
Instructions):
PN, IA
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
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Name of
Reporting Person:
KEITH
MEISTER
|
2.
|
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Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
AF
|
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
7,710,474*
|
|
8.
|
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Shared Voting Power:
0
|
|
9.
|
|
Sole Dispositive Power:
5,710,474*
|
|
10.
|
|
Shared Dispositive Power:
0
|
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person:
7,710,474*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
7.9%
|
14.
|
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Type of Reporting Person (See
Instructions):
IN, HC
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
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Name of
Reporting Person:
HIGH RIVER LIMITED
PARTNERSHIP
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☒ (b) ☐
|
3.
|
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SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
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:
1,068,724*
|
|
8.
|
|
Shared Voting Power:
0
|
|
9.
|
|
Sole Dispositive Power:
1,468,724*
|
|
10.
|
|
Shared Dispositive Power:
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,468,724*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
1.5%
|
14.
|
|
Type of Reporting Person (See
Instructions):
PN
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
HOPPER INVESTMENTS,
LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
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:
1,068,724*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
1,468,724*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,468,724*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
1.5%
|
14.
|
|
Type of Reporting Person (See
Instructions):
OO
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
BARBERRY
CORP.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
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:
1,068,724*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
1,468,724*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
1,468,724*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
1.5%
|
14.
|
|
Type of Reporting Person (See
Instructions):
CO
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
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 (See
Instructions):
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:
1,740,153*
|
|
8.
|
|
Shared Voting Power:
0
|
|
9.
|
|
Sole Dispositive Power:
2,391,290*
|
|
10.
|
|
Shared Dispositive Power:
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,391,290*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
2.5%
|
14.
|
|
Type of Reporting Person (See
Instructions):
PN
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
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 (See
Instructions):
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:
1,740,153*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
2,391,290*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
2,391,290*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
2.5%
|
14.
|
|
Type of Reporting Person (See
Instructions):
PN
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
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 (See
Instructions):
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:
2,534,737*
|
|
8.
|
|
Shared Voting Power:
0
|
|
9.
|
|
Sole Dispositive Power:
3,483,600*
|
|
10.
|
|
Shared Dispositive Power:
0
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,483,600*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
3.6%
|
14.
|
|
Type of Reporting Person (See
Instructions):
PN
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
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 (See
Instructions):
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:
2,534,737*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
3,483,600*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
3,483,600*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
3.6%
|
14.
|
|
Type of Reporting Person (See
Instructions):
PN
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
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 (See
Instructions):
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:
4,274,890*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
5,874,890*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,874,890*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
6.0%
|
14.
|
|
Type of Reporting Person (See
Instructions):
PN
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
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 (See
Instructions):
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:
4,274,890*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
5,874,890*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,874,890*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
6.0%
|
14.
|
|
Type of Reporting Person (See
Instructions):
OO
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
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 (See
Instructions):
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:
4,274,890*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
5,874,890*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,874,890*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
6.0%
|
14.
|
|
Type of Reporting Person (See
Instructions):
PN
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
ICAHN ENTERPRISES GP
INC.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions):
(a) ☒ (b) ☐
|
3.
|
|
SEC Use Only:
|
4.
|
|
Source of Funds (See
Instructions):
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:
4,274,890*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
5,874,890*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,874,890*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
6.0%
|
14.
|
|
Type of Reporting Person (See
Instructions):
CO
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
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 (See
Instructions):
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:
4,274,890*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
5,874,890*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
5,874,890*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
6.0%
|
14.
|
|
Type of Reporting Person (See
Instructions):
CO
|
CUSIP No. 29265N108
|
|
|
|
|
|
|
1.
|
|
Name of
Reporting Person:
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 (See
Instructions):
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
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power:
0
|
|
8.
|
|
Shared Voting Power:
5,343,614*
|
|
9.
|
|
Sole Dispositive Power:
0
|
|
10.
|
|
Shared Dispositive Power:
7,343,614*
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person:
7,343,614*
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions):
☐
|
13.
|
|
Percent of Class Represented by
Amount in Row (11):
7.5%
|
14.
|
|
Type of Reporting Person (See
Instructions):
IN
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This Amendment No. 17 supplements the information set forth in the Schedule 13D filed by Corvex Management
LP and Keith Meister with the United States Securities and Exchange Commission (the SEC) on May 31, 2017, as previously amended (the Schedule 13D), relating to the shares of common stock, par value $0.01 per share
(the Shares), of Energen Corporation, an Alabama corporation (the Issuer). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D.
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The
Schedule 13D is supplementally amended as follows.
Item 3. Source and Amount of Funds or Other Consideration
Corvex used the working capital of the Corvex Funds to purchase the 7,710,474 Shares reported herein. The total purchase price for the Shares reported as
beneficially owned by the Corvex Persons was approximately $408,520,352.50.
Corvex may effect purchases of securities through margin accounts maintained
for the Corvex Funds with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms credit policies.
Positions in Shares may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts.
The
Icahn Persons may be deemed to be the beneficial owner of, in the aggregate, 7,343,614 Shares (including 2,000,000 Shares underlying the Option described in Item 4). Of such Shares, 5,343,614 Shares were purchased by the Icahn Persons collectively
for an aggregate purchase price of $358,398,610. The exercise price for the Icahn Persons to acquire the Shares underlying the Option will be $134,740,000.
The source of funding for the Shares beneficially owned by the Icahn Persons (including Shares underlying the Option) was the general working capital of the
respective purchasers. The Shares held by the Icahn Persons are held in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of such Shares was obtained through
margin borrowing.
Item 5. Interest in Securities of the Issuer
(a)-(b) The Corvex Persons may be deemed to be the beneficial owner of 7,710,474 Shares, which represent approximately 7.9% of the Issuers
outstanding Shares. By virtue of his position as control person of the general partner of Corvex, Mr. Meister may be considered to beneficially own such Shares. The Corvex Persons may be deemed to have sole power to vote 7,710,474 Shares and
sole power to dispose of 5,710,474 Shares.
The Icahn Persons may be deemed to beneficially own, in the aggregate, 7,343,614 Shares (including Shares
underlying the Option), representing approximately 7.5% of the Issuers outstanding Shares.
High River has sole voting power with regard to
1,068,724 Shares and sole dispositive power with regard to 1,468,724 Shares (including Shares underlying the Option). Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn
Master has sole voting power with regard to 1,740,153 Shares and sole dispositive power with regard to 2,391,290 Shares (including Shares underlying the Option). 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 with regard to 2,534,737 Shares and sole dispositive power with regard to 3,483,600
Shares (including Shares underlying the Option). 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 Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly
beneficially own (as that term is defined in Rule
13d-3
under the Securities Exchange Act of 1934, as amended, the Act) the Shares which High River directly beneficially owns. Each of Hopper,
Barberry
and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and
Mr. Icahn, by virtue of their relationships to Icahn Master (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 Master 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.
The Covex Persons and Icahn Persons collectively beneficially own
approximately 13.4% of the Issuers outstanding Shares.
The percentages in the foregoing paragraphs are calculated based on a total of
97,429,584 Shares outstanding as of May 2, 2018, as reported in the Issuers Quarterly Report on Form
10-Q
filed with the SEC on May 9, 2018.
(c) Except as set forth in
Exhibit 21
attached hereto or previously disclosed in the Schedule 13D, there have been no transactions in the Shares during
the sixty days prior to the date hereof by any of the Reporting Persons.
(d) The limited partners of (or investors in) each of the private investment
funds for which Corvex or its affiliates acts as general partner and/or investment adviser have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the accounts of their respective funds in
accordance with their respective limited partnership interests (or investment percentages) in their respective funds.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
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Exhibit 21
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Transactions in the Shares effected in the past 60 days.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 3, 2018
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By:
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/s/ Keith Meister
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Keith Meister
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Managing Partner
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KEITH MEISTER
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By:
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/s/ Keith Meister
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Keith Meister
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ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
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By:
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Hopper Investments LLC, general partner
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By:
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Barberry Corp.
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By:
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/s/ Edward E.
Mattner
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Name: Edward E. Mattner
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Title: Authorized Signatory
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ICAHN CAPITAL LP
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By:
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IPH GP LLC, its general partner
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By:
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Icahn Enterprises Holdings L.P., its sole member
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By:
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Icahn Enterprises G.P. Inc., its general partner
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IPH GP LLC
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By:
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Icahn Enterprises Holdings L.P.,
its sole
member
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By:
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Icahn Enterprises G.P. Inc.,
its general
partner
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ICAHN ENTERPRISES HOLDINGS L.P.
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By:
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Icahn Enterprises G.P. Inc.,
its general
partner
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ICAHN ENTERPRISES G.P. INC.
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By:
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/s/ SungHwan
Cho
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Name: SungHwan Cho
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Title: Chief Financial Officer
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/s/ Carl C. Icahn
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CARL C. ICAHN
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