Amended Statement of Beneficial Ownership (sc 13d/a)

Date : 05/20/2019 @ 10:03PM
Source : Edgar (US Regulatory)
Stock : Conduent Incorporated (CNDT)
Quote : 9.14  0.06 (0.66%) @ 8:59PM

Amended Statement of Beneficial Ownership (sc 13d/a)


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Conduent Incorporated
(Name of Issuer)

common stock, $0.01 par value
(Title of Class of Securities)

206787103
(CUSIP Number)

Jesse Lynn, Esq.
Icahn Capital LP
767 Fifth Avenue, 47 th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 20, 2019
(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 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 Rule 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. 206787103


1   NAME OF REPORTING PERSON
High River Limited Partnership

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
WC

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
6,284,911

8   SHARED VOTING POWER
0

9   SOLE DISPOSITIVE POWER
6,284,911

10   SHARED DISPOSITIVE POWER
0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,284,911

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.99%

14   TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Hopper Investments LLC

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
6,284,911

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
6,284,911

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,284,911

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.99%

14   TYPE OF REPORTING PERSON
OO




SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Barberry Corp.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
6,284,911

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
6,284,911

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,284,911

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.99%

14   TYPE OF REPORTING PERSON
CO




SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Icahn Partners Master Fund LP

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
WC

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
10,428,181

8   SHARED VOTING POWER
0

9   SOLE DISPOSITIVE POWER
10,428,181

10   SHARED DISPOSITIVE POWER
0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,428,181

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%

14   TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Icahn Offshore LP

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
10,428,181

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
10,428,181

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,428,181

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%

14   TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Icahn Partners LP

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
WC

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
14,711,463

8   SHARED VOTING POWER
0

9   SOLE DISPOSITIVE POWER
14,711,463

10   SHARED DISPOSITIVE POWER
0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,711,463

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  6.99%

14   TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Icahn Onshore LP

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
14,711,463

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
14,711,463

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,711,463

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.99%

14   TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Icahn Capital LP

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
25,139,644

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
25,139,644

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,139,644

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.95%

14   TYPE OF REPORTING PERSON
PN


SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
IPH GP LLC

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
25,139,644

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
25,139,644

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,139,644

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.95%

14   TYPE OF REPORTING PERSON
OO

SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
25,139,644

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
25,139,644

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,139,644

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.95%

14   TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
25,139,644

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
25,139,644

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,139,644

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.95%

14   TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Beckton Corp.

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
25,139,644

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
25,139,644

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,139,644

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.95%

14   TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 206787103


1   NAME OF REPORTING PERSON
Carl C. Icahn

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

3   SEC USE ONLY

4   SOURCE OF FUNDS
OO

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
31,424,555

9   SOLE DISPOSITIVE POWER
0

10   SHARED DISPOSITIVE POWER
31,424,555

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,424,555

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.94%

14   TYPE OF REPORTING PERSON
IN

SCHEDULE 13D

Item 1.  Security and Issuer

This statement constitutes Amendment No. 5 to the Schedule 13D relating to the shares of common stock, $0.01 par value per share (the “ Shares ”), issued by Conduent Incorporated (the “ Issuer ”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on January 9, 2017 (as previously amended, the “ Schedule 13D ”) to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 5.   Interest in Securities of the Issuer

Item 5(a) and the first paragraph of Item 5(b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 31,424,555 Shares, representing approximately 14.94% of the Issuer’s outstanding Shares (based upon 210,406,011 Shares stated to be issued and outstanding as of April 30, 2019 by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2019).

(b) High River has sole voting power and sole dispositive power with regard to 6,284,911 Shares. 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 and sole dispositive power with regard to 10,428,181 Shares. 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 and sole dispositive power with regard to 14,711,463 Shares. 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.

Item 5(c) of the Schedule 13D is hereby amended by the addition of the following:

 (c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

Name of Reporting Person
Date of Transaction
Amount of Securities
Price Per Share
 
High River Limited Partnership
05/16/2019
113,085
$8.85
High River Limited Partnership
05/17/2019
270,000
$8.82
High River Limited Partnership
05/20/2019
121,435
$8.89
       
Icahn Partners LP
05/16/2019
264,703
$8.85
Icahn Partners LP
05/17/2019
632,006
$8.82
Icahn Partners LP
05/20/2019
284,250
$8.89
       
Icahn Partners Master Fund LP
05/16/2019
187,636
$8.85
Icahn Partners Master Fund LP
05/17/2019
447,994
$8.82
Icahn Partners Master Fund LP
05/20/2019
201,489
$8.89





[ signature page follows ]





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: May 20, 2019

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
By: Hopper Investments LLC, general partner
By: Barberry Corp.

By:  /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory


ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.

By:  /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer



/s/ Carl C. Icahn  
CARL C. ICAHN



[Signature Page of Amendment No. 5 to Schedule 13D – Conduent Incorporated]

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