SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 72)*
Icahn Enterprises L.P.
(Name of Issuer)
Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)
451100 10 1
(CUSIP Number)
Jesse Lynn, Esq.
Icahn Associates LLC
16690 Collins Avenue, Suite PH-1
Sunny Isles Beach, FL 33160
(305) 422-4100
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
December 27, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because Section 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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) /
/
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:
78,629,135
0
78,629,135
| 10 | SHARED DISPOSITIVE POWER |
0
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
78,629,135
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
18.38%
| 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) / /
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:
50,587,426
0
50,587,426
| 10 | SHARED DISPOSITIVE POWER |
0
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
50,587,426
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
11.82%
| 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) /
/
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:
184,410,605
78,629,135
184,410,605
| 10 | SHARED DISPOSITIVE POWER |
78,629,135
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
263,039,740
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
61.48%
| 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) / /
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:
40,515,103
0
40,515,103
| 10 | SHARED DISPOSITIVE POWER |
0
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
40,515,103
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
9.47%
| 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) / /
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:
13,737,633
0
13,737,633
| 10 | SHARED DISPOSITIVE POWER |
0
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
13,737,633
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
3.21%
| 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) / /
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:
0
13,737,633
0
| 10 | SHARED DISPOSITIVE POWER |
13,737,633
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
13,737,633
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
3.21%
| 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) / /
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:
0
40,515,103
0
| 10 | SHARED DISPOSITIVE POWER |
40,515,103
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
40,515,103
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
9.47%
| 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) / /
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:
0
8 SHARED VOTING POWER
313,627,166
0
| 10 | SHARED DISPOSITIVE POWER |
313,627,166
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
313,627,166
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
73.30%
| 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) / /
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:
0
367,879,902
0
| 10 | SHARED DISPOSITIVE POWER |
367,879,902
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
367,879,902
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
85.98%
| 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. 72 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, 367,879,902 Depositary Units, representing approximately 85.98% of the Issuer's outstanding Depositary Units (based
upon: (i) the 410,802,959 Depositary Units stated to be outstanding as of November 2, 2023 by the Issuer in the Issuer's Form 10-Q filing
filed with the Securities and Exchange Commission on November 3, 2023; plus (ii) the 17,060,798 Depositary Units issued to the Reporting
Persons by the Issuer on December 27, 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 78,629,135 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 50,587,426 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 184,410,605 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 40,515,103 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 13,737,633 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 |
12/27/2023 |
3,803,685 |
| |
|
|
| Gascon |
12/27/2023 |
2,447,167 |
| |
|
|
| High Coast |
12/27/2023 |
8,920,865 |
| |
|
|
| Highcrest |
12/27/2023 |
1,224,523 |
| |
|
|
| Thornwood |
12/27/2023 |
664,558 |
| |
|
|
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: December 29, 2023
CCI ONSHORE LLC
By: /s/ Rowella Asuncion-Gumabong
Name: Rowella Asuncion-Gumabong
Title: Vice President
GASCON PARTNERS
By: Little Meadow Corp., its managing general partner
By: /s/ Rowella Asuncion-Gumabong
Name: Rowella Asuncion-Gumabong
Title: Vice President
HIGH COAST LIMITED PARTNERSHIP
By: Little Meadow Corp., its general partner
By: /s/ Rowella Asuncion-Gumabong
Name: Rowella Asuncion-Gumabong
Title: Vice President
HIGHCREST INVESTORS LLC
By: /s/ Rowella Asuncion-Gumabong
Name: Rowella Asuncion-Gumabong
Title: Vice President
[Signature Page for Amendment No. 72 to Schedule 13D – Icahn Enterprises L.P.]
BARBERRY CORP.
By: /s/ Rowella Asuncion-Gumabong
Name: Rowella Asuncion-Gumabong
Title: Vice President
LITTLE MEADOW CORP.
By: /s/ Rowella Asuncion-Gumabong
Name: Rowella Asuncion-Gumabong
Title: Vice President
STARFIRE HOLDING CORPORATION
By: /s/ Rowella Asuncion-Gumabong
Name: Rowella Asuncion-Gumabong
Title: Vice President
THORNWOOD ASSOCIATES LIMITED PARTNERSHIP
By: Barberry Corp., its general partner
By: /s/ Rowella Asuncion-Gumabong
Name: Rowella Asuncion-Gumabong
Title: Vice President
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page for Amendment No. 72 to Schedule 13D – Icahn Enterprises L.P.]
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