FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ICAHN CARL C 		2. Issuer Name and Ticker or Trading Symbol

MOTRICITY INC [ MOTR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ICAHN ASSOCIATES CORP., 767 FIFTH AVE., SUITE 4700 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/11/2012
(Street)

NEW YORK, NY 10153
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
13% Redeemable Series J Non-Convertible Preferred Stock   10/11/2012     J    1146131   A   (1) 1146131   (2) I   please see footnotes   (6) (2) (3) (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common stock warrants ("right to buy")   $0.65   10/11/2012     J      9696030       10/11/2012   10/11/2017   Common stock   9696030     (1) 9696030   I   please see footntoes   (6) (3) (4) (5) (7)

Explanation of Responses:
( 1)  On October 11, 2012, entities affiliated with Mr. Carl Icahn were issued an aggregate of 44,098,926 units (the "Units") by Motricity, Inc. ("Motricity"), by exercising subscription rights to purchase Units which subscription rights were distributed by Motricity in a rights offering to all of Motricity's shareholders on July 23, 2012 (the "Rights Offering"). Each Unit consists of 0.02599 shares of Motricity's 13% Redeemable Series J Non-Convertible Preferred Stock (the "Series J Preferred Stock") and 0.21987 warrants, each warrant entitling the holder to purchase one share of Motricity's common stock at an exercise price $0.65 per share. The exercise price per Unit was $0.65. Therefore, in the Rights Offering, affiliates of Mr. Icahn paid an aggregate cash exercise price of $28,664,301.90 to Motricity and received an aggregate of 1,146,131 shares of Series J Preferred Stock and warrants to purchase an aggregate of 9,696,030 shares of Motricity common stock.
( 2)  High River Limited Partnership ("High River") is the direct beneficial owner of 168,995 of these shares of Series J Preferred Stock. Koala Holding LP ("Koala")is the direct beneficial owner of 977,136 of these shares of Series J Preferred Stock.
( 3)  Hopper Investments, LLC ("Hopper"), by virtue of owning 100% of the general partnership interests of High River, may be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Barberry Corp. ("Barberry"), by virtue of being the sole member of Hopper, may be deemed to beneficially own the securities, as to which Hopper possesses indirect beneficial ownership.
( 4)  Barberry disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 5)  Koala Holding GP Corp. ("Koala GP"), by virtue of owning 100% of the general partnership interests of Koala, may be deemed to beneficially own the securities as to which Koala possesses direct beneficial ownership. Koala GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Barberry, by virtue of owning 100% of the equity interests of Koala GP, may be deemed to beneficially own the securities, as to which Koala GP possesses indirect beneficial ownership.
( 6)  Barberry disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
( 7)  Of these warrants, High River is the direct beneficial owner of 1,429,663 warrants and Koala is the direct beneficial owner of 8,266,367 warrants.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700
NEW YORK, NY 10153
X


Signatures
CARL C. ICAHN 10/15/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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