Statement of Changes in Beneficial Ownership (4)

Date : 12/06/2018 @ 11:24AM
Source : Edgar (US Regulatory)
Stock : American Railcar Industries, Inc. (delisted) (ARII)
Quote : 69.97  0.0 (0.00%) @ 12:00AM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ICAHN CARL C
2. Issuer Name and Ticker or Trading Symbol

American Railcar Industries, Inc. [ ARII ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ICAHN ASSOCIATES HOLDING LLC, 767 FIFTH AVE., 47TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/5/2018
(Street)

NEW YORK, NY 10153
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.01 par value per share   12/5/2018     D (1) (2)    11871268   D $70   (1) (2) 0   I   (1) (2) See footnotes   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the Merger. Immediately prior to the consummation of the Merger, IEH ARI Holdings LLC, an entity that is indirectly controlled by Mr. Icahn ("IEH"), was the record holder of 11,871,268 shares of ARI's common stock, $0.01 par value per share (the "Shares"). Pursuant to the terms of the Merger Agreement, all of the outstanding Shares of ARI, including those held by IEH, were converted into the right to receive the merger consideration of $70.00 per Share.
(2)  Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDING LLC
767 FIFTH AVE., 47TH FLOOR
NEW YORK, NY 10153

X

ICAHN ENTERPRISES HOLDINGS L.P.
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601

X

IEH ARI HOLDINGS LLC
767 FIFTH AVE., 47TH FLOOR
NEW YORK, NY 10153

X

ICAHN ENTERPRISES G.P. INC.
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601

X

BECKTON CORP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601

X

AMERICAN ENTERTAINMENT PROPERTIES CORP.
767 FIFTH AVE., 47TH FLOOR
NEW YORK, NY 10153

X

ICAHN BUILDING LLC
767 FIFTH AVE., 47TH FLOOR
NEW YORK, NY 10153

X


Signatures
IEH ARI HOLDINGS LLC By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/6/2018
** Signature of Reporting Person Date

AMERICAN ENTERTAINMENT PROPERTIES CORP. By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/6/2018
** Signature of Reporting Person Date

ICAHN BUILDING LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/6/2018
** Signature of Reporting Person Date

ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/6/2018
** Signature of Reporting Person Date

ICAHN ENTERPRISES G.P. INC. By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/6/2018
** Signature of Reporting Person Date

BECKTON CORP. By: /s/ Irene March Name: Irene March Title: Authorized Signatory 12/6/2018
** Signature of Reporting Person Date

CARL C. ICAHN /s/ Carl C. Icahn 12/6/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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