SEC Form 4 · accession 0001140361-18-044616
American Railcar Industries, Inc. · ARII
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Carl C Icahn
10% Owner
ICAHN ENTERPRISES HOLDINGS L.P.
10% Owner
BECKTON CORP
10% Owner
ICAHN ENTERPRISES G.P. INC.
10% Owner
IEH ARI HOLDINGS LLC
10% Owner
ICAHN BUILDING LLC
10% Owner
Period of report
Dec 5, 2018
Accepted (ET)
Dec 6, 2018 · 6:23 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001344596
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF1,F2 | Dec 5, 2018 | D | 11,871,268 | $70.00 | D | 0 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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.
- F2Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares.