SEC Form 4 · accession 0001140361-18-004740
XEROX CORP · XRX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Carl C Icahn
Other
HIGH RIVER LIMITED PARTNERSHIP
10% Owner
ICAHN PARTNERS LP
10% Owner
ICAHN PARTNERS MASTER FUND LP
10% Owner
Period of report
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 4:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000108772
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stock, $1 par value ("Shares")F1,F4,F5,F6,F7,F8,F9,F10 | Jan 31, 2018 | S | 657,502 | $35.05 | D | 24,100,000 | I | please see footnotes |
| SharesF2,F4,F5,F6,F7,F8,F9,F10 | Feb 1, 2018 | S | 499,370 | $33.76 | D | 23,600,630 | I | please see footnotes |
| SharesF3,F4,F5,F6,F7,F8,F9,F10 | Feb 2, 2018 | S | 4,532 | $32.50 | D | 23,596,098 | I | please see footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 31, 2018, High River Limited Partnership ("High River") sold 131,500 Shares, Icahn Partners LP ("Icahn Partners") sold 164,317 Shares and Icahn Partners Master Fund LP ("Icahn Master") sold 361,685 Shares, in each case at a price of $35.05 per Share.
- F10The Reporting Persons expressly disclaim beneficial ownership of the 15,322,341 Shares beneficially owned by Mr. Deason and his affiliates (including the 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, owned by Mr. Deason and his affiliates). The Reporting Persons expressly retain the sole voting and investment power of the Shares that the Reporting Persons beneficially own. Mr. Deason and his affiliates have filed a separate Form 3 with respect to their interests.
- F2On February 1, 2018, High River sold 99,874 Shares, Icahn Partners sold 238,550 Shares and Icahn Master sold 160,946 Shares, in each case at a price of $33.76 per Share.
- F3On February 2, 2018, High River sold 906 Shares, Icahn Partners sold 2,151 Shares and Icahn Master sold 1,475 Shares, in each case at a price of $32.50 per Share.
- F4High River directly beneficially owns 4,719,220 Shares, Icahn Partners directly beneficially owns 11,197,211 Shares, and Icahn Master directly beneficially owns 7,679,667 Shares.
- F5Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. 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.
- F6Each of Barberry and 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 High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
- F7Each 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 Shares 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 Shares except to the extent of their pecuniary interest therein.
- F8Each 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 Shares 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 Shares except to the extent of their pecuniary interest therein.
- F9The above reporting persons controlled by Carl C. Icahn (the "Reporting Persons") may be considered a 10% beneficial owner because they have formed a "group" (within the meaning of Section 13(d)(3) of the Act), with Mr. Darwin Deason and his affiliates. The group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the Shares beneficially owned by the Reporting Persons and all of the Shares beneficially owned by Mr. Deason and his affiliates. Such group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), in the aggregate, 38,918,439 Shares (including 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, owned by Mr. Deason and his affiliates).