Statement of Changes in Beneficial Ownership (4)
September 24 2020 - 5:15PM
Edgar (US Regulatory)
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
ICAHN CARL C |
2. Issuer Name and Ticker or Trading Symbol
OCCIDENTAL PETROLEUM CORP /DE/
[
OXY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ICAHN ASSOCIATES HOLDINGS LLC, 16690 COLLINS AVENUE - PH-1 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/22/2020 |
(Street)
SUNNY ISLES BEACH, FL 333160
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Warrant | $22 | 9/22/2020 | | P | | 99109 | | 9/22/2020 | 8/3/2027 | Common Stock, $0.20, par value | 99109 | $3.00 | 16769565 | I | Please see footnotes (1)(2)(3)(4)(5)(6) |
Warrant | $22 | 9/23/2020 | | P | | 187894 | | 9/23/2020 | 8/3/2027 | Common Stock, $0.20, par value | 187894 | $2.94 | 16957459 | I | Please see footnotes (1)(2)(3)(4)(5)(6) |
Warrant | $22 | 9/24/2020 | | P | | 248551 | | 9/24/2020 | 8/3/2027 | Common Stock, $0.20, par value | 248551 | $2.89 | 17206010 | I | Please see footnotes (1)(2)(3)(4)(5)(6) |
Explanation of Responses: |
(1) | On September 22, 2020, Icahn Partners LP ("Icahn Partners") purchased 57,945 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 41,164 Warrants, each as reported in Table II. |
(2) | On September 23, 2020, Icahn Partners purchased 109,855 Warrants and Icahn Master purchased 78,039 Warrants, each as reported in Table II. On September 24, 2020, Icahn Partners purchased 145,319 Warrants and Icahn Master purchased 103,232 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 17,206,010 Warrants reported in Table II, Icahn Partners directly beneficially owns 10,059,708 such Warrants and Icahn Master directly beneficially owns 7,146,302 such Warrants. Mr. Icahn may also 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ICAHN CARL C C/O ICAHN ASSOCIATES HOLDINGS LLC 16690 COLLINS AVENUE - PH-1 SUNNY ISLES BEACH, FL 333160 |
| X |
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ICAHN PARTNERS LP 16690 COLLINS AVENUE - PH-1 SUNNY ISLES BEACH, FL 33160 |
| X |
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ICAHN PARTNERS MASTER FUND LP 16690 COLLINS AVENUE - PH-1 SUNNY ISLES FL, FL 33160 |
| X |
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Signatures
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/S/ Carl C. Icahn | | 9/24/2020 |
**Signature of Reporting Person | Date |
/S/ Icahn Partners L.P | | 9/24/2020 |
**Signature of Reporting Person | Date |
/S/ Icahn Partners Master Fund LP | | 9/24/2020 |
**Signature of Reporting Person | Date |
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