organization · Reporting owner

BECKTON CORP

Disclosed activity across 14 companies

Tapewire entity: 11747
SEC CIK: 0001080113

Reported relationships

Latest disclosed role at each company.

Company	Last reported as	Report date	Published
Federal-Mogul Holdings CorpFMO · Entity 12327	10% owner · please see all footnotes	July 03, 2008	July 03, 2008
MOTRICITY INCMOTR · Entity 12800	10% owner	June 17, 2010	June 21, 2010
PHILIP SERVICES CORP/DEPSCD.PK · Entity 14145	10% owner	June 23, 2003	July 30, 2003
TAKE TWO INTERACTIVE SOFTWARE INCTTWO · Entity 3076	10% owner	September 27, 2010	September 29, 2010
WCI COMMUNITIES INCWCIMQ · Entity 13358	please see all footnotes	December 04, 2008	December 05, 2008

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Federal-Mogul Holdings Corp

Report date July 03, 2008 · Filed July 03, 2008

Jointly reported with ICAHN CARL C, THORNWOOD ASSOCIATES LIMITED PARTNERSHIP, BARBERRY CORP., ICAHN ENTERPRISES HOLDINGS L.P., ICAHN ENTERPRISES G.P. INC.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Class A Common Stock, par value $0.01 per share ("Shares")SEC Table I · non-derivative	Indirectplease see footnotes	75,241,924	Reported balance After 2008-07-03 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2008-07-03 · Other · Acquired 0 · Balance 75,241,924 F6: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings. F1: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 24,491,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry 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. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F2: IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 50,750,000 Shares. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of FM Holdings. 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. Beckton 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. F3: In addition, Mr. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. F4: Each of 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 Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. 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.

Filing footnotes · ownership attribution and instrument terms

F1: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 24,491,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry 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. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2: IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 50,750,000 Shares. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of FM Holdings. 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. Beckton 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.

F3: In addition, Mr. Icahn is the indirect holder of approximately 91% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.

F4: Each of 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 Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. 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.

F6: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

MOTRICITY INC

Report date June 17, 2010 · Filed June 21, 2010

Jointly reported with ICAHN CARL C, ICAHN ENTERPRISES L.P., BARBERRY CORP., ICAHN ENTERPRISES G.P. INC., KOALA HOLDING LP, KOALA HOLDING GP CORP., HIGH RIVER LIMITED PARTNERSHIP, Hopper Investments LLC

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common StockSEC Table I · non-derivative	Indirectplease see footnotes	4,438,553	Reported balance After 2010-06-17 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2010-06-17 · Purchase · Acquired 1,000,000 · Balance 4,438,553 F1: High River Limited Partnership ("High River") is the direct beneficial owner of these securities. These securities were purchased by High River directly from Motricity, Inc. in connection with its initial public offering. 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 for all purposes. 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. F2: Barberry disclaims beneficial ownership of such securities for all purposes. 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 for all other purposes. F3: Includes 1,000,000 shares of common stock of Motricity, Inc. held by High River as described in footnotes 1 and 2, and 3,438,553 shares of common stock of Motricity, Inc. held by Koala Holding LP ("Koala"). 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 for all purposes. 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. F4: Barberry disclaims beneficial ownership of such securities for all purposes. 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 for all other purposes.

Filing footnotes · ownership attribution and instrument terms

F1: High River Limited Partnership ("High River") is the direct beneficial owner of these securities. These securities were purchased by High River directly from Motricity, Inc. in connection with its initial public offering. 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 for all purposes. 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.

F2: Barberry disclaims beneficial ownership of such securities for all purposes. 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 for all other purposes.

F3: Includes 1,000,000 shares of common stock of Motricity, Inc. held by High River as described in footnotes 1 and 2, and 3,438,553 shares of common stock of Motricity, Inc. held by Koala Holding LP ("Koala"). 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 for all purposes. 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.

F4: Barberry disclaims beneficial ownership of such securities for all purposes. 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 for all other purposes.

PHILIP SERVICES CORP/DE

Report date June 23, 2003 · Filed July 30, 2003

Jointly reported with ICAHN CARL C, ICAHN ENTERPRISES HOLDINGS L.P., ICAHN ENTERPRISES L.P., BARBERRY CORP., HIGH RIVER LIMITED PARTNERSHIP, ICAHN ENTERPRISES G.P. INC.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
PIK DebtSEC Table II · derivative / convertible security · Conversion / exercise price $11.72 · Expires 2005-03-31	IndirectSee Footnote	Not disclosed	Reported balance After 2003-06-23 transaction · row 1 Instrument identity requires review; Table II rows are not merged. 1 source row Row 1 · 2003-06-23 · Purchase · Acquired Not disclosed · Balance Not disclosed F1: See Explanation of Responses.

Filing footnotes · ownership attribution and instrument terms

F1: See Explanation of Responses.

TAKE TWO INTERACTIVE SOFTWARE INC

Report date September 27, 2010 · Filed September 29, 2010

Jointly reported with ICAHN CARL C, BARBERRY CORP., HIGH RIVER LIMITED PARTNERSHIP, Hopper Investments LLC, ICAHN CAPITAL LP, ICAHN OFFSHORE LP, ICAHN ONSHORE LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common Stock, par value $0.01 per share ("Shares")SEC Table I · non-derivative	Indirectplease see footnotes	12,305,626	Reported balance After 2010-09-27 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2010-09-27 · Purchase · Acquired 23,300 · Balance 12,305,626 F1: High River Limited Partnership ("High River") directly beneficially owns 2,461,124 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 3,654,683 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,146,489 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,457,762 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 585,568 Shares. F2: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. F3: Each of Barberry and Beckton 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 High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and 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 Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6: Please reference the Form 4 filing dated September 29, 2010, filed separately by certain other related Reporting Persons.

Filing footnotes · ownership attribution and instrument terms

F1: High River Limited Partnership ("High River") directly beneficially owns 2,461,124 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 3,654,683 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,146,489 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,457,762 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 585,568 Shares.

F2: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3: Each of Barberry and Beckton 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 High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and 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 Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6: Please reference the Form 4 filing dated September 29, 2010, filed separately by certain other related Reporting Persons.

WCI COMMUNITIES INC

Report date December 04, 2008 · Filed December 05, 2008

Jointly reported with ICAHN CARL C, HIGH RIVER LIMITED PARTNERSHIP, Hopper Investments LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN ONSHORE LP, ICAHN PARTNERS MASTER FUND LP, ICAHN OFFSHORE LP, ICAHN CAPITAL LP

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common Stock, par value $0.01 per share ("Common Stock")SEC Table I · non-derivative	Direct	3,848	Reported balance After 2008-12-04 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2008-12-04 · Sale · Disposed 6,096,175 · Balance 3,848 F1: Of these shares of Common Stock of WCI Communities, Inc. (the "Shares"), 1,279,725 Shares were sold by High River Limited Partnership ("High River"), 2,901,892 Shares were sold by Icahn Partners LP ("Icahn Partners"), and 1,914,558 Shares were sold by Icahn Partners Master Fund LP ("Icahn Master"). F2: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." As a result of the transaction being reported by this Form 4, none of the Reporting Persons (other than Carl Icahn) beneficially own any Shares. F6: Please reference the Form 4 filing dated December 5, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP. F5: Please note that the purchase price was $0.000000003 per share. F4: These Shares are directly beneficially owned by Carl Icahn.

Filing footnotes · ownership attribution and instrument terms

F1: Of these shares of Common Stock of WCI Communities, Inc. (the "Shares"), 1,279,725 Shares were sold by High River Limited Partnership ("High River"), 2,901,892 Shares were sold by Icahn Partners LP ("Icahn Partners"), and 1,914,558 Shares were sold by Icahn Partners Master Fund LP ("Icahn Master").

F2: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." As a result of the transaction being reported by this Form 4, none of the Reporting Persons (other than Carl Icahn) beneficially own any Shares.

F4: These Shares are directly beneficially owned by Carl Icahn.

F5: Please note that the purchase price was $0.000000003 per share.

F6: Please reference the Form 4 filing dated December 5, 2008, filed separately by Mr. Icahn, IPH, Icahn Enterprises, and Icahn Enterprises GP.

Past disclosures · reporting ended (9)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

American Railcar Industries, Inc.

Report date December 05, 2018 · Filed December 06, 2018

Jointly reported with ICAHN CARL C, ICAHN ENTERPRISES HOLDINGS L.P., IEH ARI HOLDINGS LLC, ICAHN ENTERPRISES G.P. INC., AMERICAN ENTERTAINMENT PROPERTIES CORP., ICAHN BUILDING LLC

Section 16 reporting ended · disclosed 2018-12-06. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common Stock, $0.01 par value per shareSEC Table I · non-derivative	IndirectSee footnotes	0	Reported balance After 2018-12-05 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2018-12-05 · Disposition to issuer · Disposed 11,871,268 · Balance 0 F1: On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the Merger. Immediately prior to the consummation of the Merger, IEH ARI Holdings LLC, an entity that is indirectly controlled by Mr. Icahn ("IEH"), was the record holder of 11,871,268 shares of ARI's common stock, $0.01 par value per share (the "Shares"). Pursuant to the terms of the Merger Agreement, all of the outstanding Shares of ARI, including those held by IEH, were converted into the right to receive the merger consideration of $70.00 per Share. F2: Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares.

Filing footnotes · ownership attribution and instrument terms

F1: On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the Merger. Immediately prior to the consummation of the Merger, IEH ARI Holdings LLC, an entity that is indirectly controlled by Mr. Icahn ("IEH"), was the record holder of 11,871,268 shares of ARI's common stock, $0.01 par value per share (the "Shares"). Pursuant to the terms of the Merger Agreement, all of the outstanding Shares of ARI, including those held by IEH, were converted into the right to receive the merger consideration of $70.00 per Share.

F2: Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares.

BEA SYSTEMS INC

Report date April 29, 2008 · Filed May 01, 2008

Jointly reported with ICAHN CARL C, BARBERRY CORP., HIGH RIVER LIMITED PARTNERSHIP, Hopper Investments LLC, IPH GP LLC, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., ICAHN OFFSHORE LP, ICAHN ONSHORE LP

Section 16 reporting ended · disclosed 2008-05-01. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common Stock, par value $0.001 per share ("Common Stock")SEC Table I · non-derivative	Indirectsee footnotes	0	Last balance in matching sequence After 2008-04-29 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified. 2 source rows Row 1 · 2008-04-29 · Sale · Disposed 250,000 · Balance 50,683,864 F1: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). F2: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons." F3: On April 29, 2008, High River, Icahn Partners, Icahn Master, Icahn Master II, and Icahn Master III sold 250,000 shares of Common Stock in the open market. Of these 250,000 shares of Common Stock, High River sold 50,000 shares of Common Stock, Icahn Master sold 138,022 shares of Common Stock, Icahn Master II sold 44,908 shares of Common Stock, and Icahn Master III sold 17,070 shares of Common Stock. F4: On April 29, 2008, Oracle Corporation announced that it had completed its acquisition of BEA Systems, Inc. and that each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $19.375 in cash. F5: See also Form 4 filed by Carl C. Icahn et al. on May 1, 2008, for the name, address and signature of each of the following Reporting Persons: Icahn Partners, Icahn Capital, Icahn Master, Icahn Master II, and Icahn Master III. Row 2 · 2008-04-29 · Sale · Disposed 50,683,864 · Balance 0 F1: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). F2: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons." F3: On April 29, 2008, High River, Icahn Partners, Icahn Master, Icahn Master II, and Icahn Master III sold 250,000 shares of Common Stock in the open market. Of these 250,000 shares of Common Stock, High River sold 50,000 shares of Common Stock, Icahn Master sold 138,022 shares of Common Stock, Icahn Master II sold 44,908 shares of Common Stock, and Icahn Master III sold 17,070 shares of Common Stock. F4: On April 29, 2008, Oracle Corporation announced that it had completed its acquisition of BEA Systems, Inc. and that each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $19.375 in cash. F5: See also Form 4 filed by Carl C. Icahn et al. on May 1, 2008, for the name, address and signature of each of the following Reporting Persons: Icahn Partners, Icahn Capital, Icahn Master, Icahn Master II, and Icahn Master III.

Filing footnotes · ownership attribution and instrument terms

F1: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore").

F2: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of each of Icahn Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP ("Icahn Master II") and Icahn Partners Master Fund III LP ("Icahn Master III"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3: On April 29, 2008, High River, Icahn Partners, Icahn Master, Icahn Master II, and Icahn Master III sold 250,000 shares of Common Stock in the open market. Of these 250,000 shares of Common Stock, High River sold 50,000 shares of Common Stock, Icahn Master sold 138,022 shares of Common Stock, Icahn Master II sold 44,908 shares of Common Stock, and Icahn Master III sold 17,070 shares of Common Stock.

F4: On April 29, 2008, Oracle Corporation announced that it had completed its acquisition of BEA Systems, Inc. and that each share of Common Stock issued and outstanding immediately prior to the effective time of the merger was cancelled and automatically converted into the right to receive $19.375 in cash.

F5: See also Form 4 filed by Carl C. Icahn et al. on May 1, 2008, for the name, address and signature of each of the following Reporting Persons: Icahn Partners, Icahn Capital, Icahn Master, Icahn Master II, and Icahn Master III.

BKF CAPITAL GROUP INC

Report date July 25, 2008 · Filed July 28, 2008

Jointly reported with ICAHN CARL C, ICAHN ENTERPRISES HOLDINGS L.P., ICAHN ENTERPRISES G.P. INC.

Section 16 reporting ended · disclosed 2008-07-28. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common Stock, par value $1.00 ("Shares")SEC Table I · non-derivative	Indirectsee footnotes	0	Reported balance After 2008-07-25 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2008-07-25 · Disposition to issuer · Disposed 1,194,100 · Balance 0 F1: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). F2: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of Icahn Partners Master Fund LP ("Icahn Master"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons." F3: Please reference separate Form 4 filing made July 28, 2008, by Mr. Icahn, Hopper, Barberry, High River, Icahn Master, Icahn Offshore, Icahn Capital, Icahn Partners, Icahn Onshore, and IPH.

Filing footnotes · ownership attribution and instrument terms

F2: Icahn Onshore is the general partner of Icahn Partners LP ("Icahn Partners"). Icahn Offshore is the general partner of Icahn Partners Master Fund LP ("Icahn Master"). Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in the Form 4 as the "Reporting Persons."

F3: Please reference separate Form 4 filing made July 28, 2008, by Mr. Icahn, Hopper, Barberry, High River, Icahn Master, Icahn Offshore, Icahn Capital, Icahn Partners, Icahn Onshore, and IPH.

BLOCKBUSTER INC

Report date March 30, 2010 · Filed April 01, 2010

Jointly reported with ICAHN CARL C, ICAHN CAPITAL LP, IPH GP LLC, ICAHN ENTERPRISES HOLDINGS L.P., ICAHN ENTERPRISES G.P. INC.

Section 16 reporting ended · disclosed 2010-04-01. Current position is not established by this disclosure.

No balance rows disclosed in this filing.

DYNEGY INC.

Report date October 01, 2012 · Filed October 03, 2012

Jointly reported with ICAHN CARL C, IPH GP LLC, ICAHN CAPITAL LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P.

Section 16 reporting ended · disclosed 2012-10-03. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common Stock, par value $0.01 per share ("Common Shares")SEC Table I · non-derivative	Indirectplease see footnotes	146,846	Reported balance After 2012-10-01 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2012-10-01 · Other · Acquired 146,846 · Balance 146,846 F8: On October 1, 2012, the Issuer completed its Chapter 11 reorganization and emerged from bankruptcy. Each of the Reporting Persons acquired the Shares and the Warrants pursuant to the Issuer's Plan of Reorganization. F1: High River Limited Partnership ("High River") directly beneficially owns 29,369 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 44,851 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 50,774 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 14,697 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 7,155 Shares. F2: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. F3: Each of Barberry and Beckton 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 High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and 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 Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6: High River directly beneficially owns 458,380 warrants to acquire Shares (the "Warrants"), Icahn Partners directly beneficially owns 700,025 Warrants, Icahn Master directly beneficially owns 792,453 Warrants, Icahn Master II directly beneficially owns 229,380 Warrants, Icahn Master III directly beneficially owns 111,664 Warrants.
Warrants to acquire SharesSEC Table II · derivative / convertible security · Conversion / exercise price $40.00 · Expires 2017-10-02	Indirectplease see footnotes	2,291,902	Reported balance After 2012-10-01 transaction · row 2 Instrument identity requires review; Table II rows are not merged. 1 source row Row 2 · 2012-10-01 · Other · Acquired 2,291,902 · Balance 2,291,902 F7: The Warrants are warrants to purchase one Share at an initial exercise price of $40 and have an expiration date of October 2, 2017. F8: On October 1, 2012, the Issuer completed its Chapter 11 reorganization and emerged from bankruptcy. Each of the Reporting Persons acquired the Shares and the Warrants pursuant to the Issuer's Plan of Reorganization. F1: High River Limited Partnership ("High River") directly beneficially owns 29,369 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 44,851 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 50,774 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 14,697 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 7,155 Shares. F2: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. F3: Each of Barberry and Beckton 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 High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and 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 Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6: High River directly beneficially owns 458,380 warrants to acquire Shares (the "Warrants"), Icahn Partners directly beneficially owns 700,025 Warrants, Icahn Master directly beneficially owns 792,453 Warrants, Icahn Master II directly beneficially owns 229,380 Warrants, Icahn Master III directly beneficially owns 111,664 Warrants.

Filing footnotes · ownership attribution and instrument terms

F1: High River Limited Partnership ("High River") directly beneficially owns 29,369 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 44,851 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 50,774 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 14,697 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 7,155 Shares.

F6: High River directly beneficially owns 458,380 warrants to acquire Shares (the "Warrants"), Icahn Partners directly beneficially owns 700,025 Warrants, Icahn Master directly beneficially owns 792,453 Warrants, Icahn Master II directly beneficially owns 229,380 Warrants, Icahn Master III directly beneficially owns 111,664 Warrants.

F7: The Warrants are warrants to purchase one Share at an initial exercise price of $40 and have an expiration date of October 2, 2017.

F8: On October 1, 2012, the Issuer completed its Chapter 11 reorganization and emerged from bankruptcy. Each of the Reporting Persons acquired the Shares and the Warrants pursuant to the Issuer's Plan of Reorganization.

HAIN CELESTIAL GROUP INC

Report date September 03, 2013 · Filed September 05, 2013

Jointly reported with ICAHN CARL C, IPH GP LLC, ICAHN CAPITAL LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P.

Section 16 reporting ended · disclosed 2013-09-05. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common Stock, par value $0.01 per share ("Common Shares")SEC Table I · non-derivative	Indirectplease see all footnotes	3,589,963	Reported balance After 2013-09-03 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2013-09-03 · Sale · Disposed 3,650,000 · Balance 3,589,963 F3: Each of Barberry and Beckton 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 High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and 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 Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F1: High River Limited Partnership ("High River") directly beneficially owns 717,992 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,102,088 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,163,843 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 420,760 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 185,280 Shares. F2: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

Filing footnotes · ownership attribution and instrument terms

F1: High River Limited Partnership ("High River") directly beneficially owns 717,992 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,102,088 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,163,843 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 420,760 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 185,280 Shares.

IMCLONE SYSTEMS INC

Report date November 21, 2008 · Filed November 24, 2008

Jointly reported with ICAHN CARL C, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., BARBERRY CORP., Hopper Investments LLC, HIGH RIVER LIMITED PARTNERSHIP

Section 16 reporting ended · disclosed 2008-11-24. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common Stock, par value $.001 ("Shares")SEC Table I · non-derivative	Indirectplease see all footnotes	0	Reported balance After 2008-11-21 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2008-11-21 · Sale · Disposed 11,669,544 · Balance 0 F1: Icahn Enterprises Holdings L.P. ("IEHLP"), f/k/a American Real Estate Holdings Limited Partnership, directly beneficially owned 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owned 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owned 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of Icahn Enterprises G.P. Inc. ("IEGP"), f/k/a American Property Investors, Inc., which is the general partner of IEHLP. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2: Each of Beckton and IEGP, by virtue of their relationship to IEHLP, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which IEHLP owned. Each of Beckton and IEGP disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 6,205,134 Shares which High River owned. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3: Mr. Icahn by virtue of his relationship to IEGP, IEHLP, Barberry, Beckton, Hopper and High River, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which IEHLP owned, the 900,800 Shares which Barberry owned, and the 6,205,134 Shares which High River owned. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owned 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Filing footnotes · ownership attribution and instrument terms

F1: Icahn Enterprises Holdings L.P. ("IEHLP"), f/k/a American Real Estate Holdings Limited Partnership, directly beneficially owned 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owned 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owned 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of Icahn Enterprises G.P. Inc. ("IEGP"), f/k/a American Property Investors, Inc., which is the general partner of IEHLP. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities.

F2: Each of Beckton and IEGP, by virtue of their relationship to IEHLP, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which IEHLP owned. Each of Beckton and IEGP disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 6,205,134 Shares which High River owned. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3: Mr. Icahn by virtue of his relationship to IEGP, IEHLP, Barberry, Beckton, Hopper and High River, may have been deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which IEHLP owned, the 900,800 Shares which Barberry owned, and the 6,205,134 Shares which High River owned. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owned 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

TENNECO INC

Report date May 06, 2021 · Filed May 10, 2021

Jointly reported with ICAHN CARL C, ICAHN ENTERPRISES HOLDINGS L.P., ICAHN ENTERPRISES G.P. INC.

Section 16 reporting ended · disclosed 2021-05-10. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Class A Common StockSEC Table I · non-derivative	IndirectPlease see footnotes	7,635,819	Last balance in matching sequence After 2021-05-10 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified. 3 source rows Row 1 · 2021-05-06 · Sale · Disposed 801,996 · Balance 9,557,677 F1: Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of 6,482,014 shares of Class A Common Stock. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. Mr. Icahn is the sole stockholder of Beckton. F2: In addition, Mr. Icahn is the indirect holder of approximately 92.2% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. F3: By virtue of their relationships to Icahn Enterprises Holdings, each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein. F4: American Entertainment Properties Corp. ("AEP") is the direct beneficial owner of 1,153,805 shares of Class A Common Stock. Icahn Enterprises Holdings is the sole stockholder of AEP. F5: By virtue of their relationships to AEP, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein. Row 2 · 2021-05-07 · Sale · Disposed 1,300,000 · Balance 8,257,677 F1: Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of 6,482,014 shares of Class A Common Stock. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. Mr. Icahn is the sole stockholder of Beckton. F2: In addition, Mr. Icahn is the indirect holder of approximately 92.2% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. F3: By virtue of their relationships to Icahn Enterprises Holdings, each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein. F4: American Entertainment Properties Corp. ("AEP") is the direct beneficial owner of 1,153,805 shares of Class A Common Stock. Icahn Enterprises Holdings is the sole stockholder of AEP. F5: By virtue of their relationships to AEP, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein. Row 3 · 2021-05-10 · Sale · Disposed 621,858 · Balance 7,635,819 F1: Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of 6,482,014 shares of Class A Common Stock. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. Mr. Icahn is the sole stockholder of Beckton. F2: In addition, Mr. Icahn is the indirect holder of approximately 92.2% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. F3: By virtue of their relationships to Icahn Enterprises Holdings, each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein. F4: American Entertainment Properties Corp. ("AEP") is the direct beneficial owner of 1,153,805 shares of Class A Common Stock. Icahn Enterprises Holdings is the sole stockholder of AEP. F5: By virtue of their relationships to AEP, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein.

Filing footnotes · ownership attribution and instrument terms

F1: Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the direct beneficial owner of 6,482,014 shares of Class A Common Stock. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. Mr. Icahn is the sole stockholder of Beckton.

F2: In addition, Mr. Icahn is the indirect holder of approximately 92.2% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.

F3: By virtue of their relationships to Icahn Enterprises Holdings, each of Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by Icahn Enterprises Holdings. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein.

F4: American Entertainment Properties Corp. ("AEP") is the direct beneficial owner of 1,153,805 shares of Class A Common Stock. Icahn Enterprises Holdings is the sole stockholder of AEP.

F5: By virtue of their relationships to AEP, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own the shares of Class A Common Stock held directly by AEP. Each of the foregoing disclaims his or its beneficial ownership of such shares of Class A Common Stock except to the extent of his or its pecuniary interest therein.

Tropicana Entertainment Inc.

Report date October 01, 2018 · Filed October 01, 2018

Jointly reported with ICAHN CARL C, ICAHN ENTERPRISES HOLDINGS L.P., ICAHN ENTERPRISES G.P. INC., AMERICAN ENTERTAINMENT PROPERTIES CORP.

Section 16 reporting ended · disclosed 2018-10-01. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common Stock, $0.01 par value per shareSEC Table I · non-derivative	IndirectSee footnotes	0	Reported balance After 2018-10-01 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2018-10-01 · Disposition to issuer · Disposed 19,984,418 · Balance 0 F1: On October 1, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 15, 2018, by and among Tropicana Entertainment Inc. ("TEI"), Eldorado Resorts, Inc., a Nevada corporation ("Parent"), Delta Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and GLP Capital, L.P,. a Pennsylvania limited partnership, pursuant to which Merger Sub was merged with and into TEI, with TEI continuing as the surviving corporation after the Merger. Immediately prior to the consummation of the Merger, American Entertainment Properties Corp., an entity that is indirectly controlled by Mr. Icahn ("AEPC"), was the record holder of 19,984,418 shares of TEI's common stock, $0.01 par value per share (the "Shares"). Pursuant to the terms of the Merger Agreement, all of the Shares of TEI, including those held by AEPC, were converted into the right to receive the merger consideration of $75.14 per Share. F2: Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares. Prior to the consummation of the Merger, Mr. Icahn served as a member of the Board of Directors of TEI. As a result of the Merger, Mr. Icahn is no longer a member of the Board of Directors of TEI.

Filing footnotes · ownership attribution and instrument terms

F1: On October 1, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 15, 2018, by and among Tropicana Entertainment Inc. ("TEI"), Eldorado Resorts, Inc., a Nevada corporation ("Parent"), Delta Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and GLP Capital, L.P,. a Pennsylvania limited partnership, pursuant to which Merger Sub was merged with and into TEI, with TEI continuing as the surviving corporation after the Merger. Immediately prior to the consummation of the Merger, American Entertainment Properties Corp., an entity that is indirectly controlled by Mr. Icahn ("AEPC"), was the record holder of 19,984,418 shares of TEI's common stock, $0.01 par value per share (the "Shares"). Pursuant to the terms of the Merger Agreement, all of the Shares of TEI, including those held by AEPC, were converted into the right to receive the merger consideration of $75.14 per Share.

F2: Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares. Prior to the consummation of the Merger, Mr. Icahn served as a member of the Board of Directors of TEI. As a result of the Merger, Mr. Icahn is no longer a member of the Board of Directors of TEI.

Transaction history

JSON API

Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction date	Company	Activity / security	Shares / units	Reported price	Reported value	Details
December 11, 2007 Filed Dec 13, 2007 23:15 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	364,600	$15.40	$5,614,840.00	Disclosure SEC source: 0000928475-07-000389 · form4121207b_ex.xml · nonDerivative · entry 5 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,464,623 F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F18 · ownership.nature: Please note that this is the third part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:15 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	209,000	$3.83	$800,470.00	Disclosure SEC source: 0000928475-07-000389 · form4121207b_ex.xml · nonDerivative · entry 4 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,100,023 F9 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 24, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 209,000 Shares subject to this Swap, the decrease between $14.61 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares. F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F18 · ownership.nature: Please note that this is the third part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:15 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	209,000	$14.61	$3,053,490.00	Disclosure SEC source: 0000928475-07-000389 · form4121207b_ex.xml · nonDerivative · entry 3 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,309,023 F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F18 · ownership.nature: Please note that this is the third part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:15 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	209,300	$3.83	$801,619.00	Disclosure SEC source: 0000928475-07-000389 · form4121207b_ex.xml · nonDerivative · entry 2 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,100,023 F8 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on October 23, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 209,300 Shares subject to this Swap, the decrease between $14.88 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares. F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F18 · ownership.nature: Please note that this is the third part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:15 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock, par value $0.01 per share ("Common Stock")	209,300	$14.88	$3,114,384.00	Disclosure SEC source: 0000928475-07-000389 · form4121207b_ex.xml · nonDerivative · entry 1 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,309,323 F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") and the applicable footnotes thereto. Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. F7 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F18 · ownership.nature: Please note that this is the third part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherTRS · Derivative	5,427,113	$3.83 Strike: $3.83	$20,785,842.79	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · entry 16 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 5,427,113 Underlying: Common Stock · 5,427,113 shares Expires 2010-01-15 F14 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master entered into a Swap with the applicable counterparty thereto. Under this Swap, High River has exposure with respect to 1,024,920 reference shares, Icahn Partners has exposure with respect to 1,756,407 reference shares, and Icahn Master has exposure with respect to 2,645,786 reference shares. F14 · shares: On December 11, 2007, each of High River, Icahn Partners and Icahn Master entered into a Swap with the applicable counterparty thereto. Under this Swap, High River has exposure with respect to 1,024,920 reference shares, Icahn Partners has exposure with respect to 1,756,407 reference shares, and Icahn Master has exposure with respect to 2,645,786 reference shares. F6 · derivative.exercise_date: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · derivative.exercise_date: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · derivative.exercise_date: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F14 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master entered into a Swap with the applicable counterparty thereto. Under this Swap, High River has exposure with respect to 1,024,920 reference shares, Icahn Partners has exposure with respect to 1,756,407 reference shares, and Icahn Master has exposure with respect to 2,645,786 reference shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherTRS · Derivative	96,660	Not disclosed Strike: $19.80	Not disclosed	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · entry 15 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 0 Underlying: Common Stock · 96,660 shares Expires 2008-12-17 F13 · kind: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 96,660 Shares subject to this Swap, the decrease between $19.80 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F13 · price: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 96,660 Shares subject to this Swap, the decrease between $19.80 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F13 · derivative.exercise_date: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 96,660 Shares subject to this Swap, the decrease between $19.80 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherTRS · Derivative	205,853	Not disclosed Strike: $19.45	Not disclosed	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · entry 14 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 96,600 Underlying: Common Stock · 205,853 shares Expires 2008-12-17 F12 · kind: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 10, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 205,853 Shares subject to this Swap, the decrease between $19.45 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F12 · price: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 10, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 205,853 Shares subject to this Swap, the decrease between $19.45 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F12 · derivative.exercise_date: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 10, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 205,853 Shares subject to this Swap, the decrease between $19.45 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherTRS · Derivative	1,000	Not disclosed Strike: $17.62	Not disclosed	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · entry 13 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 302,513 Underlying: Common Stock · 1,000 shares Expires 2008-12-17 F11 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 20, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 1,000 Shares subject to this Swap, the decrease between $17.62 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F11 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 20, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 1,000 Shares subject to this Swap, the decrease between $17.62 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F11 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 20, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 1,000 Shares subject to this Swap, the decrease between $17.62 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherTRS · Derivative	269,300	Not disclosed Strike: $17.37	Not disclosed	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · entry 12 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 303,513 Underlying: Common Stock · 269,300 shares Expires 2008-12-17 F10 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 19, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 269,300 Shares subject to this Swap, the decrease between $17.37 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F10 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 19, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 269,300 Shares subject to this Swap, the decrease between $17.37 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F10 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 19, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 269,300 Shares subject to this Swap, the decrease between $17.37 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherTotal Return Swap ("TRS") · Derivative	265,000	Not disclosed Strike: $18.01	Not disclosed	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · derivative · entry 11 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 572,813 Underlying: Common Stock · 265,000 shares Expires 2008-12-17 F9 · kind: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 18, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 265,000 Shares subject to this Swap, the decrease between $18.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F9 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 18, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 265,000 Shares subject to this Swap, the decrease between $18.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F9 · derivative.exercise_date: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 18, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 265,000 Shares subject to this Swap, the decrease between $18.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	96,660	$3.83	$370,207.80	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 10 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,100,023 F13 · price: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 11, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 96,660 Shares subject to this Swap, the decrease between $19.80 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares. F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	96,660	$19.80	$1,913,868.00	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 9 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,196,683 F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	205,853	$3.83	$788,416.99	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 8 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,100,023 F12 · price: On December 11, 2007, Icahn Master and the applicable counterparty settled a Swap entered into by such parties on January 10, 2007. In accordance with the terms of such Swap, Icahn Master paid to the applicable counterparty an amount representing, for each of the 205,853 Shares subject to this Swap, the decrease between $19.45 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares. F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	205,853	$19.45	$4,003,840.85	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 7 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,305,876 F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	1,000	$3.83	$3,830.00	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 6 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,100,023 F11 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 20, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 1,000 Shares subject to this Swap, the decrease between $17.62 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares. F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	1,000	$17.62	$17,620.00	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 5 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,101,023 F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	269,300	$3.83	$1,031,419.00	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 4 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,100,023 F10 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 19, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 269,300 Shares subject to this Swap, the decrease between $17.37 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares. F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	269,300	$17.37	$4,677,741.00	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 3 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,369,323 F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock	265,000	$3.83	$1,014,950.00	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 2 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,100,023 F9 · price: On December 11, 2007, each of High River, Icahn Partners and Icahn Master and the applicable counterparty, settled a Swap entered into by such parties on December 18, 2006. In accordance with the terms of such Swap, each of High River, Icahn Partners and Icahn Master, as applicable, paid to the applicable counterparty an amount representing, for each of the 265,000 Shares subject to this Swap, the decrease between $18.01 (the initial reference price) and $3.83 (the final valuation price). Pursuant to Rule 16a-4(b) under the Exchange Act, the termination of this Swap is being reported as a simultaneous purchase (which is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16(b)-6(b) under the Exchange Act) and sale of the reference shares. F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares. F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
December 11, 2007 Filed Dec 13, 2007 23:16 UTC	WCI COMMUNITIES INC WCI · Entity 13358	OtherCommon Stock, par value $0.01 per share ("Common Stock")	265,000	$18.01	$4,772,650.00	Disclosure SEC source: 0000928475-07-000391 · form4121207c_ex.xml · nonDerivative · entry 1 ICAHN CARL C · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN CAPITAL LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,365,023 F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of High River, Icahn Partners and Icahn Master has entered into various cash-settled total return swap agreements (each a "Swap") with fixed termination dates and with respect to a notional number of shares of Common Stock ("reference shares") of WCI as set forth in Table II of the Forms 3 and 4 filed by the Reporting Persons on January 12, 2007 ("Original Forms") or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and in each case the applicable footnotes thereto. F7 · ownership.nature: Under each Swap, at termination, the counterparty is obligated to pay to High River, Icahn Partners or Icahn Master, as applicable, in cash, amounts that are determined in part by reference to any increase between an initial reference price per share as set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. F8 · ownership.nature: In addition, under each Swap, each of High River, Icahn Partners or Ichan Master, as applicable, is obligated to pay to the counterparty, in cash, amounts that are determined in part by reference to any decrease between the initial reference price per share set forth in Table II of the Original Forms or with respect to the Swaps entered into on December 11, 2007, Table II of this Form 4, and the market value of such reference shares on the applicable termination date. None of the Swaps provides for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any reference shares and, accordingly, the Reporting Persons disclaim any beneficial ownership in any reference shares or other securities, if any, which may be owned by the counterparties to such Swaps. F15 · ownership.nature: Please note that this is the fifth part of a 6-part filing. Read SEC document
November 16, 2007 Filed Nov 19, 2007 22:23 UTC	BLOCKBUSTER INC BBI · Entity 13183	GrantClass A Common Stock ("Class A Shares")	1,670,700	Not disclosed	Not disclosed	Disclosure SEC source: 0000928475-07-000368 · bbiform4111907i_ex.xml · nonDerivative · entry 1 ICAHN CARL C · CIK 0000921669 · Director · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 20,560,117 F2 · price: On November 16, 2007, High River, Icahn Master II and Icahn Master III purchased for a price of $3.72 per Share, 334,140, 969,607 and 366,953 Class A Shares, respectively, for an aggregate consideration of $6,215,004 (including brokerage commissions paid for the purchase of such Shares) for the total of 1,670,700 Class A Shares. F1 · ownership.direct: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F2 · ownership.direct: On November 16, 2007, High River, Icahn Master II and Icahn Master III purchased for a price of $3.72 per Share, 334,140, 969,607 and 366,953 Class A Shares, respectively, for an aggregate consideration of $6,215,004 (including brokerage commissions paid for the purchase of such Shares) for the total of 1,670,700 Class A Shares. F3 · ownership.direct: Mr. Icahn owns individually only 26,676 Class A Shares. F4 · ownership.direct: High River has sole voting power and sole dispositive power with regard to 3,208,688 Class A Shares. Each of Hopper, Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Barberry has sole voting power and sole dispositive power with regard to 898,000 Class A Shares. Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. F5 · ownership.direct: Icahn Master has sole voting power and sole dispositive power with regard to 7,381,540 Class A Shares. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 969,607 Class A Shares. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 366,953 Class A Shares. F6 · ownership.direct: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 7,708,653 Class A Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. F7 · ownership.direct: References to the number of Class A Shares assume the conversion into Class A Shares of the Preferred Shares held by all of the applicable Reporting Person. F8 · ownership.direct: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Mr. Icahn by virtue of their relationships to Barberry (as disclosed in Item 2), is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Barberry directly beneficially owns. F9 · ownership.direct: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master II (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master II directly beneficially owns. F10 · ownership.direct: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master III (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master III directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. F11 · ownership.direct: Each Reporting Person disclaims beneficial ownership of all and any Shares for all purposes, except to the extent of each such Reporting Person's pecuniary interest therein. F1 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F2 · ownership.nature: On November 16, 2007, High River, Icahn Master II and Icahn Master III purchased for a price of $3.72 per Share, 334,140, 969,607 and 366,953 Class A Shares, respectively, for an aggregate consideration of $6,215,004 (including brokerage commissions paid for the purchase of such Shares) for the total of 1,670,700 Class A Shares. F3 · ownership.nature: Mr. Icahn owns individually only 26,676 Class A Shares. F4 · ownership.nature: High River has sole voting power and sole dispositive power with regard to 3,208,688 Class A Shares. Each of Hopper, Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Barberry has sole voting power and sole dispositive power with regard to 898,000 Class A Shares. Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. F5 · ownership.nature: Icahn Master has sole voting power and sole dispositive power with regard to 7,381,540 Class A Shares. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 969,607 Class A Shares. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 366,953 Class A Shares. F6 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 7,708,653 Class A Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. F7 · ownership.nature: References to the number of Class A Shares assume the conversion into Class A Shares of the Preferred Shares held by all of the applicable Reporting Person. F8 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Mr. Icahn by virtue of their relationships to Barberry (as disclosed in Item 2), is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Barberry directly beneficially owns. F9 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master II (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master II directly beneficially owns. F10 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master III (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master III directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. F11 · ownership.nature: Each Reporting Person disclaims beneficial ownership of all and any Shares for all purposes, except to the extent of each such Reporting Person's pecuniary interest therein. Read SEC document
October 10, 2007 Filed Oct 12, 2007 19:21 UTC	BEA SYSTEMS INC BEAS · Entity 13428	OtherPut Option ("obligation to purchase") · Derivative	26,047,147	$0.00 Strike: $7.50	$0.00	Disclosure SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · derivative · entry 6 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 26,047,147 shares Expires 2009-12-10 F17 · derivative.exercise_date: High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III previously wrote European-style put options with an exercise price of $7.50 referencing an aggregate of 26,047,147 underlying Shares. The $7.50 Put Options provided that they settle in cash. F18 · ownership.direct: Please note that the "D" is inserted merely as a placeholder. As indicated in Table II, Column 9, as of October 10, 2007, the Reporting Persons no longer own any of the Derivative Securities identified in Table II. Read SEC document
October 10, 2007 Filed Oct 12, 2007 19:21 UTC	BEA SYSTEMS INC BEAS · Entity 13428	OtherCall Option ("right to purchase") · Derivative	26,047,147	$0.00 Strike: $7.50	$0.00	Disclosure SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · derivative · entry 5 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 26,047,147 shares Expires 2009-12-10 F1 · derivative.exercise_date: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F6 · derivative.exercise_date: On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the "$7.50 Call Options") referencing an aggregate of 26,047,147 underlying Shares. As a result of exercising the $7.50 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 26,047,147 Shares. F7 · derivative.exercise_date: Of these 26,047,147 Shares, High River directly beneficially owns 4,754,004 Shares, Icahn Partners directly beneficially owns 7,745,988 Shares, Icahn Master directly beneficially owns 10,044,266 Shares, Icahn Master II directly beneficially owns 2,540,871 Shares and Icahn Master III directly beneficially owns 962,018 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares. F8 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. F9 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. F18 · ownership.direct: Please note that the "D" is inserted merely as a placeholder. As indicated in Table II, Column 9, as of October 10, 2007, the Reporting Persons no longer own any of the Derivative Securities identified in Table II. Read SEC document
October 10, 2007 Filed Oct 12, 2007 19:21 UTC	BEA SYSTEMS INC BEAS · Entity 13428	OtherPut Option ("obligation to purchase") · Derivative	8,500,000	$0.00 Strike: $9.00	$0.00	Disclosure SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · derivative · entry 4 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 8,500,000 shares Expires 2008-11-03 F16 · derivative.exercise_date: High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III previously wrote European-style put options with an exercise price of $9.00 referencing an aggregate of 8,500,000 underlying Shares and expiring on November 3, 2008 (the ("$9.00 Put Options"). The $9.00 Put Options provided that they settle in cash. F18 · ownership.direct: Please note that the "D" is inserted merely as a placeholder. As indicated in Table II, Column 9, as of October 10, 2007, the Reporting Persons no longer own any of the Derivative Securities identified in Table II. Read SEC document
October 10, 2007 Filed Oct 12, 2007 19:21 UTC	BEA SYSTEMS INC BEAS · Entity 13428	OtherCall Option ("right to purchase") · Derivative	8,500,000	$0.00 Strike: $9.00	$0.00	Disclosure SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · derivative · entry 3 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 0 Underlying: Common Stock · 8,500,000 shares Expires 2008-11-03 F1 · derivative.exercise_date: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F2 · derivative.exercise_date: On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the " $9.00 Call Options") referencing an aggregate of 8,500,000 underlying Shares. As a result of exercising the $9.00 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 8,500,000 Shares. F3 · derivative.exercise_date: Of these 8,500,000, High River directly beneficially owns 1,700,000 Shares, Icahn Partners directly beneficially owns 2,463,176 Shares, Icahn Master directly beneficially owns 2,985,026 Shares, Icahn Master II directly beneficially owns 980,608 Shares and Icahn Master III directly beneficially owns 371,190 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares. F4 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. F5 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. F18 · ownership.direct: Please note that the "D" is inserted merely as a placeholder. As indicated in Table II, Column 9, as of October 10, 2007, the Reporting Persons no longer own any of the Derivative Securities identified in Table II. Read SEC document
October 10, 2007 Filed Oct 12, 2007 19:21 UTC	BEA SYSTEMS INC BEAS · Entity 13428	OtherCommon Stock	26,047,147	$7.50	$195,353,602.50	Disclosure SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · nonDerivative · entry 2 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 51,820,017 F1 · shares: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F6 · shares: On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the "$7.50 Call Options") referencing an aggregate of 26,047,147 underlying Shares. As a result of exercising the $7.50 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 26,047,147 Shares. F7 · shares: Of these 26,047,147 Shares, High River directly beneficially owns 4,754,004 Shares, Icahn Partners directly beneficially owns 7,745,988 Shares, Icahn Master directly beneficially owns 10,044,266 Shares, Icahn Master II directly beneficially owns 2,540,871 Shares and Icahn Master III directly beneficially owns 962,018 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares. F8 · shares: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. F9 · shares: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. F19 · shares: See also Form 4 filed by Carl C. Icahn et al. on October 11, 2007, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. F1 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F13 · ownership.nature: As a result of exercising the $7.50 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 51,820,017 Shares. Of these 51,820,017 Shares, High River directly beneficially owns 10,364,001 Shares, Icahn Partners directly beneficially owns 15,236,448 Shares, Icahn Master directly beneficially owns 18,049,915 Shares, Icahn Master II directly beneficially owns 5,926,430 Shares and Icahn Master III directly beneficially owns 2,243,223 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares. F14 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. F15 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. F19 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 11, 2007, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. Read SEC document
October 10, 2007 Filed Oct 12, 2007 19:21 UTC	BEA SYSTEMS INC BEAS · Entity 13428	OtherCommon Stock, par value $0.001 per share ("Common Stock")	8,500,000	$9.00	$76,500,000.00	Disclosure SEC source: 0000928475-07-000312 · beaform4101207_ex.xml · nonDerivative · entry 1 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 25,772,870 F1 · shares: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F2 · shares: On October 10, 2007, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised American-style call options (the " $9.00 Call Options") referencing an aggregate of 8,500,000 underlying Shares. As a result of exercising the $9.00 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III acquired in the aggregate 8,500,000 Shares. F3 · shares: Of these 8,500,000, High River directly beneficially owns 1,700,000 Shares, Icahn Partners directly beneficially owns 2,463,176 Shares, Icahn Master directly beneficially owns 2,985,026 Shares, Icahn Master II directly beneficially owns 980,608 Shares and Icahn Master III directly beneficially owns 371,190 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares. F4 · shares: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. F5 · shares: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. F19 · shares: See also Form 4 filed by Carl C. Icahn et al. on October 11, 2007, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. F1 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F10 · ownership.nature: As a result of exercising the $9.00 Call Options, High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III beneficially own in the aggregate 25,772,870 Shares. Of these 25,772,870 Shares, High River directly beneficially owns 5,609,997 Shares, Icahn Partners directly beneficially owns 7,490,460 Shares, Icahn Master directly beneficially owns 8,005,649 Shares, Icahn Master II directly beneficially owns 3,385,559 Shares and Icahn Master III directly beneficially owns 1,281,205 Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares. F11 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. F12 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares. F19 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 11, 2007, for the name, address, and signature of each of the following Reporting Persons: Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. Read SEC document
October 03, 2007 Filed Oct 5, 2007 18:29 UTC	BEA SYSTEMS INC BEAS · Entity 13428	PurchasePut Options (obligation to buy) · Derivative	8,500,000	$0.01 Strike: $9.00	$85,000.00	Disclosure SEC source: 0000928475-07-000304 · beaform4100407_ex.xml · derivative · entry 2 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 8,500,000 Underlying: Common Stock · 8,500,000 shares Expires 2008-11-03 F1 · derivative.exercise_date: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F10 · derivative.exercise_date: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have written European-style Put Options with an exercise price of $9.00 ("$9.00 Put Options") referencing an aggregate of 8,500,000 underlying Shares (the "Underlying Shares"), which expire on November 3, 2008. The $9.00 Put Options provide that they settle in cash. Except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such $9.00 Put Options. Of these $9.00 Put Options, High River directly beneficially owns 1,700,000 $9.00 Put Options, Icahn Partners directly beneficially owns 2,463,176 $9.00 Put Options, Icahn Master directly beneficially owns 2,985,026 $9.00 Put Options, Icahn Master II directly beneficially owns 980,608 $9.00 Put Options and Icahn Master III directly beneficially owns 371,190 $9.00 Put Options. F11 · derivative.exercise_date: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the $9.00 Put Options (as defined) which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such $9.00 Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the $9.00 Put Options which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. F12 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such $9.00 Put Options except to the extent of their pecuniary interest therein. F13 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the $9.00 Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such $9.00 Put Options except to the extent of their pecuniary interest therein. F1 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F14 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have written Put Options (as defined) referencing an aggregate of 34,547,147 Underlying Shares, of which 8,500,000 are $9.00 Put Options and 26,047,147 are European-style put options with a $7.50 exercise price (the "$7.50 Put Options" and together with the $9.00 Put Options, the "Put Options"). Of these Put Options, High River directly beneficially owns 6,454,004 Put Options, Icahn Partners directly beneficially owns 10,209,164 Put Options, Icahn Master directly beneficially owns 13,029,292 Put Options, Icahn Master II directly beneficially owns 3,521,479 Put Options, and Icahn Master III directly beneficially owns 1,333,208 Put Options. F15 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F16 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. F17 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F18 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 5, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. Read SEC document
October 03, 2007 Filed Oct 5, 2007 18:29 UTC	BEA SYSTEMS INC BEAS · Entity 13428	PurchaseCall Options (right to purchase) · Derivative	8,500,000	$4.84 Strike: $9.00	$41,140,000.00	Disclosure SEC source: 0000928475-07-000304 · beaform4100407_ex.xml · derivative · entry 1 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · 10% owner · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · 10% owner · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 8,500,000 Underlying: Common Stock · 8,500,000 shares Expires 2008-11-03 F1 · derivative.exercise_date: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F2 · derivative.exercise_date: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III purchased American-style Call Options with a $9.00 exercise price (the "$9.00 Call Options") referencing an aggregate of 8,500,000 underlying Shares (the "Underlying Shares"), which expire on November 3, 2008. The $9.00 Call Options provide for physical settlement (unless the High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, as applicable, opts for a cash settlement). Except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such $9.00 Call Options. F3 · derivative.exercise_date: Of these $9.00 Call Options, High River directly beneficially owns 1,700,000 $9.00 Call Options, Icahn Partners directly beneficially owns 2,463,176 $9.00 Call Options, Icahn Master directly beneficially owns 2,985,026 $9.00 Call Options, Icahn Master II directly beneficially owns 980,608 $9.00 Call Options and Icahn Master III directly beneficially owns 371,190 $9.00 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the $9.00 Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such $9.00 Call Options except to the extent of their pecuniary interest therein. F4 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and Icahn Master III, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the $9.00 Call Options which Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such $9.00 Call Options except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the $9.00 Call Options which Icahn Partners directly beneficially owns. F5 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such $9.00 Call Options except to the extent of their pecuniary interest therein. F1 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F6 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Call Options (as defined) referencing an aggregate of 34,547,147 Underlying Shares, of which 8,500,000 are $9.00 Call Options and 26,047,147 are American-style call options with a $7.50 exercise price (the "$7.50 Call Options" and together with the $9.00 Call Options, the "Call Options"). Of these Call Options, High River directly beneficially owns 6,454,004 Call Options, Icahn Partners directly beneficially owns 10,209,164 Call Options, Icahn Master directly beneficially owns 13,029,292 Call Options, Icahn Master II directly beneficially owns 3,521,479 Call Options, and Icahn Master III directly beneficially owns 1,333,208 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which High River directly beneficially owns. F7 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F8 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F9 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F18 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 5, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. Read SEC document
October 02, 2007 Filed Oct 3, 2007 20:41 UTC	BEA SYSTEMS INC BEAS · Entity 13428	PurchasePut Options · Derivative	1,500,000	$0.01 Strike: $7.50	$15,000.00	Disclosure SEC source: 0000928475-07-000287 · form4100207_ex.xml · derivative · entry 4 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 26,047,147 Underlying: Common Stock · 1,500,000 shares Expires 2009-12-10 F1 · derivative.exercise_date: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons." F19 · derivative.exercise_date: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III purchased Put Options referencing an aggregate of 1,500,000 underlying Shares. Of these Put Options, High River directly beneficially owns 300,000 Put Options, Icahn Partners directly beneficially owns 438,699 Put Options, Icahn Master directly beneficially owns 531,643 Put Options, Icahn Master II directly beneficially owns 165,373 Put Options and Icahn Master III directly beneficially owns 64,285 Put Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F20 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F21 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F1 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons." F22 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Put Options referencing an aggregate of 26,047,147 Underlying Shares. Of these Put Options, High River directly beneficially owns 4,754,004 Put Options, Icahn Partners directly beneficially owns 7,745,988 Put Options, Icahn Master directly beneficially owns 10,044,266 Put Options, Icahn Master II directly beneficially owns 2,540,871 Put Options, and Icahn Master III directly beneficially owns 962,018 Put Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F23 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. F24 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F25 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. Read SEC document
October 02, 2007 Filed Oct 3, 2007 20:41 UTC	BEA SYSTEMS INC BEAS · Entity 13428	PurchaseCall Options · Derivative	1,500,000	$6.32 Strike: $7.50	$9,480,000.00	Disclosure SEC source: 0000928475-07-000287 · form4100207_ex.xml · derivative · entry 2 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 26,047,147 Underlying: Common Stock · 1,500,000 shares Expires 2009-12-10 F1 · derivative.exercise_date: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons." F8 · derivative.exercise_date: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III purchased Call Options referencing an aggregate of 1,500,000 underlying Shares. Of these Call Options, High River directly beneficially owns 300,000 Call Options, Icahn Partners directly beneficially owns 438,699 Call Options, Icahn Master directly beneficially owns 531,643 Call Options, Icahn Master II directly beneficially owns 165,373 Call Options and Icahn Master III directly beneficially owns 64,285 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F9 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F10 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F1 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons." F11 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Call Options referencing an aggregate of 26,047,147 Underlying Shares. Of these Call Options, High River directly beneficially owns 4,754,004 Call Options, Icahn Partners directly beneficially owns 7,745,988 Call Options, Icahn Master directly beneficially owns 10,044,266 Call Options, Icahn Master II directly beneficially owns 2,540,871 Call Options, and Icahn Master III directly beneficially owns 962,018 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F12 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master directly beneficially owns. F13 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F25 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. Read SEC document
October 01, 2007 Filed Oct 3, 2007 20:41 UTC	BEA SYSTEMS INC BEAS · Entity 13428	PurchasePut Options · Derivative	1,500,000	$0.01 Strike: $7.50	$15,000.00	Disclosure SEC source: 0000928475-07-000287 · form4100207_ex.xml · derivative · entry 3 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 24,547,147 Underlying: Common Stock · 1,500,000 shares Expires 2009-12-10 F1 · derivative.exercise_date: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons." F14 · derivative.exercise_date: Each of High River, Icahn Partners, and Icahn Master purchased European-style put options ("Put Options") referencing an aggregate of 1,500,000 underlying Shares (the "Underlying Shares"), which expire on December 10, 2009. The Put Options provide that they settle in cash. None of the Put Options provide for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any Underlying Shares and, accordingly, except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such Put Options. Of these Put Options, High River directly beneficially owns 300,000 Put Options, Icahn Partners directly beneficially owns 1,151,666 Put Options, and Icahn Master directly beneficially owns 48,334 Put Options. F15 · derivative.exercise_date: Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F16 · derivative.exercise_date: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F1 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons." F17 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Put Options referencing an aggregate of 24,547,147 Underlying Shares. Of these Put Options, High River directly beneficially owns 4,454,004 Put Options, Icahn Partners directly beneficially owns 7,307,289 Put Options, Icahn Master directly beneficially owns 9,512,623 Put Options, Icahn Master II directly beneficially owns 2,375,498 Put Options, and Icahn Master III directly beneficially owns 897,733 Put Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. F18 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Put Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Put Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. F25 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. Read SEC document
October 01, 2007 Filed Oct 3, 2007 20:41 UTC	BEA SYSTEMS INC BEAS · Entity 13428	PurchaseCall Options · Derivative	1,500,000	$6.46 Strike: $7.50	$9,690,000.00	Disclosure SEC source: 0000928475-07-000287 · form4100207_ex.xml · derivative · entry 1 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner · see footnotes BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 24,547,147 Underlying: Common Stock · 1,500,000 shares Expires 2009-12-10 F1 · derivative.exercise_date: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons." F2 · derivative.exercise_date: Each of High River, Icahn Partners, and Icahn Master purchased American-style call options ("Call Options") referencing an aggregate of 1,500,000 underlying Shares (the "Underlying Shares"), which expire on December 10, 2009. The Call Options provide for physical settlement (unless the High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III, as applicable, opts for a cash settlement). None of the Call Options provide for any of the Reporting Persons to have direct or indirect voting, investment or dispositive control over any Underlying Shares and, accordingly, except to the extent of their pecuniary interest therein, the Reporting Persons disclaim any beneficial ownership in any Underlying Shares or other securities, if any, which may be owned by the counterparties to such Call Options. F3 · derivative.exercise_date: Of these Call Options, High River directly beneficially owns 300,000 Call Options, Icahn Partners directly beneficially owns 1,151,666 Call Options, and Icahn Master directly beneficially owns 48,334 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master directly beneficially owns. F4 · derivative.exercise_date: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F1 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 3 as the "Reporting Persons." F5 · ownership.nature: Each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III have purchased Call Options referencing an aggregate of 24,547,147 Underlying Shares. Of these Call Options, High River directly beneficially owns 4,454,004 Call Options, Icahn Partners directly beneficially owns 7,307,289 Call Options, Icahn Master directly beneficially owns 9,512,623 Call Options, Icahn Master II directly beneficially owns 2,375,498 Call Options, and Icahn Master III directly beneficially owns 897,733 Call Options. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F6 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, Icahn Master II, and Icahn Master III are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Call Options which Icahn Master, Icahn Master II, and Icahn Master III directly beneficially owns. F7 · ownership.nature: Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Call Options except to the extent of their pecuniary interest therein. F25 · ownership.nature: See also Form 4 filed by Carl C. Icahn et al. on October 3, 2007, for the name, address, and signature of each of the following Reporting Persons: Carl C. Icahn, Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III, and Icahn Partners Holding. Read SEC document
October 01, 2007 Filed Oct 3, 2007 22:55 UTC	WCI COMMUNITIES INC WCI · Entity 13358	GrantCommon Stock	3,073	$6.51	$20,005.23	Disclosure SEC source: 0000928475-07-000295 · form4100307cc1a_ex.xml · nonDerivative · entry 1 ICAHN CARL C ET AL · CIK 0000921669 · Director · 10% owner BARBERRY CORP. · CIK 0000860851 · see footnotes BECKTON CORP · CIK 0001080113 · see footnotes HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · see footnotes Hopper Investments LLC · CIK 0001322824 · see footnotes IPH GP LLC · CIK 0001412091 · see footnotes ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · see footnotes ICAHN PARTNERS HOLDING LP · CIK 0001412093 · see footnotes ICAHN OFFSHORE LP · CIK 0001322825 · see footnotes ICAHN ONSHORE LP · CIK 0001322826 · see footnotes Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · see footnotes Disclosed balance after: 6,100,023 F6 · price: Reporting Person received shares pursuant to the 2005 Compensation Program for Non-Employee Directors as Amended 12/13/2006 ("Compensation Program") adopted by Issuer's Board of Directors effective 10/3/2005 in lieu of payment to the Reporting Person of $20,000. F1 · ownership.nature: Of these shares of Common Stock, par value $0.01 per share ("Shares"), of WCI Communities, Inc. ("WCI"), Carl C. Icahn directly beneficially owns 3,848 shares, High River Limited Partnership ("High River") directly beneficially owns 1,279,725 Shares and Icahn Partners LP ("Icahn Partners") directly beneficially owns 2,901,892 Shares. F2 · ownership.nature: Of these Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,914, 558 Shares. F3 · ownership.nature: Barberry Corp. ("Barberry) is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises"). Icahn Enterprises is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Partners Holding L.P. ("Icahn Partners Holdings"). Icahn Partners Holding is the general partner of each of Icahn Onshore L.P. ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. The foregoing entities, together with Mr. Icahn, are sometimes referred to collectively in this Form 4 as the "Reporting Persons." F4 · ownership.nature: Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, are deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F5 · ownership.nature: Each of Hopper, Barberry and Mr. Icahn, by virtue of its relationship to High River, is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master is deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Read SEC document
September 14, 2006 Filed Sep 15, 2006 17:21 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	25,088	$30.15	$756,403.20	Disclosure SEC source: 0000928475-06-000213 · form4091506_ex.xml · nonDerivative · entry 4 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 11,669,544 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 6,205,134 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 6,205,134 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
September 14, 2006 Filed Sep 15, 2006 17:21 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	16,112	$30.15	$485,776.80	Disclosure SEC source: 0000928475-06-000213 · form4091506_ex.xml · nonDerivative · entry 3 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 11,644,456 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 6,205,134 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 6,205,134 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
September 13, 2006 Filed Sep 15, 2006 17:21 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	365,358	$29.91	$10,927,857.78	Disclosure SEC source: 0000928475-06-000213 · form4091506_ex.xml · nonDerivative · entry 2 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 11,628,344 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 6,205,134 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 6,205,134 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
September 13, 2006 Filed Sep 15, 2006 17:21 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseCommon Stock, par value $.001 ("Shares")	234,642	$29.91	$7,018,142.22	Disclosure SEC source: 0000928475-06-000213 · form4091506_ex.xml · nonDerivative · entry 1 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 11,262,986 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 6,205,134 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,563,610 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 6,205,134 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
August 28, 2006 Filed Aug 28, 2006 17:05 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	9,588	$30.12	$288,790.56	Disclosure SEC source: 0000928475-06-000211 · form4082806_ex.xml · nonDerivative · entry 6 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 11,028,344 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,312,856 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,814,688 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,312,856 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,814,688 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,312,856 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,814,688 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
August 28, 2006 Filed Aug 28, 2006 17:05 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	6,157	$30.12	$185,448.84	Disclosure SEC source: 0000928475-06-000211 · form4082806_ex.xml · nonDerivative · entry 5 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 11,018,756 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,312,856 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,814,688 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,312,856 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,814,688 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,312,856 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,814,688 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
August 25, 2006 Filed Aug 28, 2006 17:05 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	40,740	$29.98	$1,221,385.20	Disclosure SEC source: 0000928475-06-000211 · form4082806_ex.xml · nonDerivative · entry 4 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 11,012,599 Read SEC document
August 25, 2006 Filed Aug 28, 2006 17:05 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	26,164	$29.98	$784,396.72	Disclosure SEC source: 0000928475-06-000211 · form4082806_ex.xml · nonDerivative · entry 3 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 10,971,859 Read SEC document
August 24, 2006 Filed Aug 28, 2006 17:05 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	55,560	$29.98	$1,665,688.80	Disclosure SEC source: 0000928475-06-000211 · form4082806_ex.xml · nonDerivative · entry 2 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 10,945,695 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,312,856 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,814,688 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,312,856 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,814,688 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,312,856 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,814,688 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
August 24, 2006 Filed Aug 28, 2006 17:05 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseCommon Stock, par value $.001 ("Shares")	35,682	$29.98	$1,069,746.36	Disclosure SEC source: 0000928475-06-000211 · form4082806_ex.xml · nonDerivative · entry 1 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 10,890,135 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,312,856 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,814,688 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,312,856 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,814,688 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,312,856 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,814,688 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
August 22, 2006 Filed Aug 23, 2006 17:51 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	60,893	$29.99	$1,826,181.07	Disclosure SEC source: 0000928475-06-000209 · form4082306_ex.xml · nonDerivative · entry 6 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 10,854,453 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,244,853 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,708,800 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,708,800 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,708,800 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
August 22, 2006 Filed Aug 23, 2006 17:51 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	46,304	$29.97	$1,387,730.88	Disclosure SEC source: 0000928475-06-000209 · form4082306_ex.xml · nonDerivative · entry 5 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 10,793,560 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,244,853 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,708,800 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,708,800 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,708,800 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
August 22, 2006 Filed Aug 23, 2006 17:51 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	39,107	$29.99	$1,172,818.93	Disclosure SEC source: 0000928475-06-000209 · form4082306_ex.xml · nonDerivative · entry 4 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 10,747,256 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,244,853 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,708,800 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,708,800 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,708,800 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
August 22, 2006 Filed Aug 23, 2006 17:51 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	29,738	$29.97	$891,247.86	Disclosure SEC source: 0000928475-06-000209 · form4082306_ex.xml · nonDerivative · entry 3 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 10,708,149 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,244,853 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,708,800 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,708,800 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,708,800 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document
August 21, 2006 Filed Aug 23, 2006 17:51 UTC	IMCLONE SYSTEMS INC IMCL · Entity 13363	PurchaseShares	14,005	$29.96	$419,589.80	Disclosure SEC source: 0000928475-06-000209 · form4082306_ex.xml · nonDerivative · entry 2 ICAHN CARL C ET AL · CIK 0000921669 · 10% owner AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner BARBERRY CORP. · CIK 0000860851 · 10% owner Hopper Investments LLC · CIK 0001322824 · 10% owner HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner BECKTON CORP · CIK 0001080113 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · PLEASE SEE FOOTNOTES Disclosed balance after: 10,678,411 F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,244,853 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,708,800 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 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 all of the foregoing entities. F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,708,800 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,244,853 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,708,800 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.