SCHEDULE
13D
CUSIP
No. 451100 10 1
1. NAME
OF REPORTING PERSON
CCI
Onshore LLC
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
/x/
(b)
/ /
3 SEC
USE ONLY
4 SOURCE
OF FUNDS
Not
applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE
VOTING POWER
72,576,315
8 SHARED
VOTING POWER
0
9 SOLE
DISPOSITIVE POWER
72,576,315
10 SHARED
DISPOSITIVE POWER
0
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,576,315
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.88%
14 TYPE
OF REPORTING PERSON
OO
SCHEDULE
13D
CUSIP
No. 451100 10 1
1
NAME OF REPORTING PERSON
Gascon
Partners
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
/x/
(b)
/ /
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not
applicable.
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e) / /
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New
York
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
42,741,729
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
42,741,729
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,741,729
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.71%
14
TYPE OF REPORTING PERSON
PN
SCHEDULE
13D
CUSIP
No. 451100 10 1
1
NAME OF REPORTING PERSON
High
Coast Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
/x/
(b)
/ /
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not
applicable.
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e) / /
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
149,668,109
8
SHARED VOTING POWER
72,576,315
9
SOLE DISPOSITIVE POWER
149,668,109
10
SHARED DISPOSITIVE POWER
72,576,315
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,244,424
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
60.88%
14
TYPE OF REPORTING PERSON
PN
SCHEDULE
13D
CUSIP
No. 451100 10 1
1
NAME OF REPORTING PERSON
Highcrest
Investors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
/x/
(b)
/ /
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not
applicable.
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e) / /
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
34,884,468
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
34,884,468
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,884,468
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.56%
14
TYPE OF REPORTING PERSON
CO
SCHEDULE
13D
CUSIP
No. 451100 10 1
1
NAME OF REPORTING PERSON
Thornwood
Associates Limited Partnership
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
/x/
(b)
/ /
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not
applicable.
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e) / /
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
11,607,039
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
11,607,039
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,607,039
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /
/
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.18%
14
TYPE OF REPORTING PERSON
PN
SCHEDULE
13D
CUSIP
No. 451100 10 1
1
NAME OF REPORTING PERSON
Barberry
Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /x/
(b) /
/
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not
applicable.
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e) / /
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
11,607,039
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
11,607,039
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,607,039
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.18%
14
TYPE OF REPORTING PERSON
CO
SCHEDULE
13D
CUSIP
No. 451100 10 1
1
NAME OF REPORTING PERSON
Starfire
Holding Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
/x/
(b)
/ /
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not
applicable.
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e) / /
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
34,884,468
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
34,884,468
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,884,468
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /
/
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.56%
14
TYPE OF REPORTING PERSON
CO
SCHEDULE
13D
CUSIP
No. 451100 10 1
1
NAME OF REPORTING PERSON
Little
Meadow Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
/x/
(b)
/ /
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not
applicable.
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e) / /
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
264,986,153
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
264,986,153
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
264,986,153
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72.59%
14
TYPE OF REPORTING PERSON
CO
SCHEDULE
13D
CUSIP
No. 451100 10 1
1
NAME OF REPORTING PERSON
Carl
C. Icahn
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
/x/
(b)
/ /
3
SEC USE ONLY
4
SOURCE OF FUNDS
Not
applicable.
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) or 2(e) / /
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United
States of America
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
311,477,660
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
311,477,660
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,477,660
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
85.32%
14
TYPE OF REPORTING PERSON
IN
SCHEDULE
13D
The
Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") on September 24, 1990, as previously amended (the
“Initial 13D”), is hereby further amended to furnish the additional information set forth in this Amendment No. 68 to the
Initial 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial
13D.
Item
5. Interest in Securities of the Issuer
Items
5(a), 5(b) and 5(c) of the Initial 13D are hereby amended and restated as follows:
(a)
The Reporting Persons may be deemed to beneficially own, in the aggregate, 311,477,660 Depositary Units, representing approximately 85.32%
of the Issuer's outstanding Depositary Units (based upon: (i) the 353,572,182 Depositary Units stated to be outstanding as of February
23, 2023 by the Issuer in the Issuer's Form 10-K filing filed with the Securities and Exchange Commission on February 24, 2023; plus
(ii) the 11,480,036 Depositary Units issued to the Reporting Persons by the Issuer on April 19, 2023 in connection with a regular quarterly
distribution of Depositary Units by the Issuer).
(b)
CCI Onshore has sole voting power and sole dispositive power with respect to 72,576,315 Depositary Units. Pursuant to Rule 13d-3(a) under
the Exchange Act, each of High Coast, Little Meadow and Mr. Icahn (by virtue of their relationships to CCI Onshore) may be deemed to
indirectly beneficially own the Depositary Units which CCI Onshore owns. Each of High Coast, Little Meadow and Mr. Icahn disclaims beneficial
ownership of the Depositary Units for all other purposes.
Gascon
has sole voting power and sole dispositive power with respect to 42,741,729 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange
Act, each of Little Meadow and Mr. Icahn (by virtue of their relationships to Gascon) may be deemed to indirectly beneficially own the
Depositary Units which Gascon owns. Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all
other purposes.
High
Coast has sole voting power and sole dispositive power with respect to 149,668,109 Depositary Units. Pursuant to Rule 13d-3(a) under
the Exchange Act, each of Little Meadow and Mr. Icahn (by virtue of their relationships to High Coast) may be deemed to indirectly beneficially
own the Depositary Units which High Coast owns. Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the Depositary
Units for all other purposes.
Highcrest
has sole voting power and sole dispositive power with respect to 34,884,468 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange
Act, each of Starfire and Mr. Icahn (by virtue of their relationships to Highcrest) may be deemed to indirectly beneficially own the
Depositary Units which Highcrest owns. Each of Starfire and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all
other purposes.
Thornwood
has sole voting power and sole dispositive power with respect to 11,607,039 Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange
Act, each of Barberry and Mr. Icahn (by virtue of their relationships to Thornwood) may be deemed to indirectly beneficially own the
Depositary Units which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all
other purposes.
(c)
The following table sets forth all transactions with respect to Depositary Units effected during the past sixty (60) days by any of the
Reporting Persons and not previously reported on Schedule 13D. Except as noted below, all such transactions were acquisitions of Depositary
Units from the Issuer in connection with a quarterly dividend.
Name
of Reporting Person |
Date
of Transaction |
Amount
of Securities |
|
|
|
CCI
Onshore |
4/19/2023 |
2,674,922 |
|
|
|
Gascon |
4/19/2023 |
1,575,319 |
|
|
|
High
Coast |
4/19/2023 |
5,516,272 |
|
|
|
Highcrest |
4/19/2023 |
1,285,726 |
|
|
|
Thornwood |
4/19/2023 |
427,797 |
|
|
|
SIGNATURES
After
reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement on Schedule 13D concerning the depositary units representing limited partner interests in Icahn
Enterprises L.P., a Delaware limited partnership, is true, complete and correct.
Dated:
April 21, 2023
CCI
ONSHORE LLC
By:
/s/ Jesse Lynn
Name:
Jesse Lynn
Title:
Vice President
GASCON
PARTNERS
By:
Little Meadow Corp., its managing general partner
By:
/s/ Jesse Lynn
Name:
Jesse Lynn
Title:
Vice President
HIGH
COAST LIMITED PARTNERSHIP
By:
Little Meadow Corp., its general partner
By:
/s/ Jesse Lynn
Name:
Jesse Lynn
Title:
Vice President
HIGHCREST
INVESTORS LLC
By:
/s/ Jesse Lynn
Name:
Jesse Lynn
Title:
Vice President
[Signature
Page for Amendment No. 68 to Schedule 13D – Icahn Enterprises L.P.]
BARBERRY
CORP.
By:
/s/ Jesse Lynn
Name:
Jesse Lynn
Title:
Vice President
LITTLE
MEADOW CORP.
By:
/s/ Jesse Lynn
Name:
Jesse Lynn
Title:
Vice President
STARFIRE
HOLDING CORPORATION
By:
/s/ Jesse Lynn
Name:
Jesse Lynn
Title:
Vice President
THORNWOOD
ASSOCIATES LIMITED PARTNERSHIP
By:
Barberry Corp., its general partner
By:
/s/ Jesse Lynn
Name:
Jesse Lynn
Title:
Vice President
/s/
Carl C. Icahn
CARL
C. ICAHN
[Signature
Page for Amendment No. 68 to Schedule 13D – Icahn Enterprises L.P.]