SEC Form 4 · accession 0000899243-17-001842
Federal-Mogul Holdings Corp · FDML
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl C Icahn
10% Owner
Period of report
Jan 23, 2017
Accepted (ET)
Jan 24, 2017 · 4:28 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001419581
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share ("Shares")F1,F2,F3,F4,F5,F6 | Jan 23, 2017 | P | 16,766,401 | $10.00 | A | 155,366,542 | I | please see all footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents Shares validly tendered in a tender offer, related to the Merger (as defined below), and accepted for payment and paid for by Icahn Enterprises L.P. ("Icahn Enterprises"), which together with the 138,590,141 Shares that were indirectly owned by Carl C. Icahn, represent the total of 155,366,542 Shares.
- F2IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 155,366,542 Shares. American Entertainment Properties Corp. ("AEP") is the sole member of FM Holdings. Icahn Building LLC ("Icahn Building") is the sole stockholder of AEP. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of Icahn Building. Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP") is the general partner of Icahn Enterprises Holdings. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP.
- F3Beckton 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 the foregoing entities. In addition, Mr. Icahn is the indirect holder of approximately 89.8% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises. Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.
- F4Each of AEP, Icahn Building, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton (by virtue of their relationship to FM Holdings) and Mr. Icahn (by virtue of his relationship to Beckton), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which FM Holdings owns. Each of AEP, Icahn Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interests therein.
- F5Does not include 17,798 Shares owned by Gail Golden, the spouse of Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.
- F6As part of the merger of FM Holdings with and into Federal-Mogul Holdings Corporation (the "Issuer"), with the Issuer as the surviving corporation and an indirectly wholly owned subsidiary of Icahn Enterprises (the "Merger"), all of the outstanding Shares, including the 13,674,109 Shares not owned by Mr. Icahn immediately prior to the Merger, were cancelled and retired and automatically converted into the right to receive the merger consideration.