SEC Form 4 · accession 0001140361-15-043937
PEP BOYS MANNY MOE & JACK · PBY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 4, 2015
Accepted (ET)
Dec 8, 2015 · 4:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000077449
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| common stock, $1.00 par value ("Shares")F1,F2,F3 | Dec 4, 2015 | P | 85,000 | $15.65 | A | 6,076,365 | I | please see all footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward contract (obligation to purchase)F4 | — | Dec 4, 2015 | J | 1 | A | Dec 4, 2015 | Dec 4, 2017 | Shares | 480,718 | 1 | I |
| Forward contract (obligation to purchase)F5 | — | Dec 4, 2015 | J | 1 | A | Dec 4, 2015 | Dec 4, 2017 | Shares | 1,000 | 2 | I |
Explanation of responses
- F1Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") directly beneficially owns 6,076,365 Shares.
- F2Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises G.P."), which is the general partners of Icahn Enterprises Holdings.
- 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 Icahn Enterprises Holdings. 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 Enterprises Holdings owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
- F4On December 4, 2015, Icahn Enterprises Holdings entered into a forward contract providing for the purchase by Icahn Enterprises Holdings of 480,718 Shares at a forward price of $14.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Enterprises Holdings paid the counterparty to the forward contract $1.66 per Share upon establishing the forward contract. Subject to Icahn Enterprises Holdings' right to accelerate the settlement date, the forward contract will settle on December 4, 2017. The forward contract provides for physical settlement, with Icahn Enterprises Holdings retaining the right to elect cash settlement. The forward contracts do not give Icahn Enterprises Holdings direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
- F5On December 4, 2015, Icahn Enterprises Holdings entered into a forward contract providing for the purchase by Icahn Enterprises Holdings of 1,000 Shares at a forward price of $14.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Enterprises Holdings paid the counterparty to the forward contract $1.71 per Share upon establishing the forward contract. Subject to Icahn Enterprises Holdings' right to accelerate the settlement date, the forward contract will settle on December 4, 2017. The forward contract provides for physical settlement, with Icahn Enterprises Holdings retaining the right to elect cash settlement. The forward contracts do not give Icahn Enterprises Holdings direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.