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
                                                                                  
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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

OCCIDENTAL PETROLEUM CORP /DE/ [ OXY ]
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 HOLDINGS LLC, 16690 COLLINS AVENUE - PH-1
3. Date of Earliest Transaction (MM/DD/YYYY)

9/14/2020
(Street)

SUNNY ISLES BEACH, FL 33160
(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

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant $22 9/14/2020  P   732066    9/14/2020 8/3/2027 Common Stock, $0.20, par value 732066 $2.46 14683093 I Please see footnotes (1)(2)(3)(4)(5)(6)
Warrant $22 9/15/2020  P   445913    9/15/2020 8/3/2027 Common Stock, $0.20, par value 445913 $2.68 15129006 I Please see footnotes (1)(2)(3)(4)(5)(6)
Warrant $22 9/16/2020  P   439565    9/16/2020 8/3/2027 Common Stock, $0.20, par value 439565 $2.94 15568571 I Please see footnotes (1)(2)(3)(4)(5)(6)

Explanation of Responses:
(1) On September 14, 2020, Icahn Partners LP ("Icahn Partners") purchased 428,011 warrants (the "Warrants") to purchase an equivalent number of shares (the "Shares") of common stock, par value $0.20 per share ("Common Stock"), of Occidental Petroleum Corporation (the "Issuer") and Icahn Partners Master Fund LP ("Icahn Master") purchased 304,055 Warrants, each as reported in Table II.
(2) On September 15, 2020, Icahn Partners purchased 260,709 Warrants and Icahn Master purchased 185,204 Warrants, each as reported in Table II. On September 16, 2020, Icahn Partners purchased 256,997 Warrants and Icahn Master purchased 182,568 Warrants, each as reported in Table II.
(3) Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
(4) Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
(5) Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
(6) Of the 15,568,571 Warrants reported in Table II, Icahn Partners directly beneficially owns 9,102,358 such Warrants and Icahn Master directly beneficially owns 6,466,213 such Warrants. Mr. Icahn may be deemed to indirectly beneficially own the 50,000 Warrants beneficially owned by Gail Golden, his wife, which are not included in the total reported in Table II, Column 9. Mr. Icahn disclaims beneficial ownership of such Warrants for all purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDINGS LLC
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160

X

ICAHN PARTNERS LP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160

X

ICAHN PARTNERS MASTER FUND LP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL 33160

X


Signatures
/S/ Carl C. Icahn9/16/2020
**Signature of Reporting PersonDate

/S/ Icahn Partners L.P9/16/2020
**Signature of Reporting PersonDate

/S/ Icahn Partners Master Fund LP9/16/2020
**Signature of Reporting PersonDate

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