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organization · Reporting owner

ACF INDUSTRIES HOLDING CORP

Disclosed activity across 3 companies

Tapewire entity
12989
SEC CIK
0000910627

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
MENTOR GRAPHICS CORPMENT · Entity 1242010% ownerAugust 02, 2010August 04, 2010
VECTOR GROUP LTDVGR · Entity 1297010% ownerDecember 14, 2005March 07, 2006
XO HOLDINGS INCXOHO · Entity 1298810% ownerJune 30, 2011July 01, 2011

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.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Call Option ("right to purchase")SEC Table II · derivative / convertible security · Conversion / exercise price $5.65 · Expires 2012-06-07Indirectplease see all footnotes7,406,088 Reported balance After 2010-08-02 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2010-08-02 · Purchase · Acquired 77,916 · Balance 7,406,088

F1: High River Limited Partnership ("High River") directly beneficially owns 3,052,889 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,651,373 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,276,031 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,538,157 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 745,997 Shares (including shares underlying Call Options).

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 (including shares underlying Call Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owns 1,499,125 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,389,946 Call Options, Icahn Master directly beneficially owns 2,608,702 Call Options, Icahn Master II directly beneficially owns 604,453 Call Options, and Icahn Master III directly beneficially owns 393,398 Call Options.

F7: High River directly wrote 1,499,125 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,389,946 Put Options, Icahn Master directly wrote 2,608,702 Put Options, Icahn Master II directly wrote 604,453 Put Options, and Icahn Master III directly wrote 393,398 Put Options.

F8: The Call Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide for physical settlement. The Put Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash.

Put Option ("obligation to purchase")SEC Table II · derivative / convertible security · Conversion / exercise price $5.65 · Expires 2012-06-07Indirectplease see all footnotes7,406,088 Reported balance After 2010-08-02 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2010-08-02 · Purchase · Acquired 77,916 · Balance 7,406,088

F8: The Call Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide for physical settlement. The Put Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash.

F1: High River Limited Partnership ("High River") directly beneficially owns 3,052,889 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,651,373 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,276,031 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,538,157 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 745,997 Shares (including shares underlying Call Options).

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 (including shares underlying Call Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owns 1,499,125 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,389,946 Call Options, Icahn Master directly beneficially owns 2,608,702 Call Options, Icahn Master II directly beneficially owns 604,453 Call Options, and Icahn Master III directly beneficially owns 393,398 Call Options.

F7: High River directly wrote 1,499,125 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,389,946 Put Options, Icahn Master directly wrote 2,608,702 Put Options, Icahn Master II directly wrote 604,453 Put Options, and Icahn Master III directly wrote 393,398 Put Options.

Call OptionSEC Table II · derivative / convertible security · Conversion / exercise price $5.65 · Expires 2012-06-07Indirectplease see all footnotes7,441,675 Reported balance After 2010-08-03 transaction · row 3 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 3 · 2010-08-03 · Purchase · Acquired 35,587 · Balance 7,441,675

F1: High River Limited Partnership ("High River") directly beneficially owns 3,052,889 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,651,373 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,276,031 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,538,157 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 745,997 Shares (including shares underlying Call Options).

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 (including shares underlying Call Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owns 1,499,125 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,389,946 Call Options, Icahn Master directly beneficially owns 2,608,702 Call Options, Icahn Master II directly beneficially owns 604,453 Call Options, and Icahn Master III directly beneficially owns 393,398 Call Options.

F7: High River directly wrote 1,499,125 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,389,946 Put Options, Icahn Master directly wrote 2,608,702 Put Options, Icahn Master II directly wrote 604,453 Put Options, and Icahn Master III directly wrote 393,398 Put Options.

F8: The Call Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide for physical settlement. The Put Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash.

Call OptionSEC Table II · derivative / convertible security · Conversion / exercise price $5.65 · Expires 2012-06-07Indirectplease see all footnotes7,495,624 Reported balance After 2010-08-04 transaction · row 5 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 5 · 2010-08-04 · Purchase · Acquired 53,949 · Balance 7,495,624

F1: High River Limited Partnership ("High River") directly beneficially owns 3,052,889 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,651,373 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,276,031 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,538,157 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 745,997 Shares (including shares underlying Call Options).

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 (including shares underlying Call Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owns 1,499,125 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,389,946 Call Options, Icahn Master directly beneficially owns 2,608,702 Call Options, Icahn Master II directly beneficially owns 604,453 Call Options, and Icahn Master III directly beneficially owns 393,398 Call Options.

F7: High River directly wrote 1,499,125 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,389,946 Put Options, Icahn Master directly wrote 2,608,702 Put Options, Icahn Master II directly wrote 604,453 Put Options, and Icahn Master III directly wrote 393,398 Put Options.

F8: The Call Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide for physical settlement. The Put Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash.

Put OptionSEC Table II · derivative / convertible security · Conversion / exercise price $5.65 · Expires 2012-06-07Indirectplease see all footnotes7,441,675 Reported balance After 2010-08-03 transaction · row 4 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 4 · 2010-08-03 · Purchase · Acquired 35,587 · Balance 7,441,675

F8: The Call Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide for physical settlement. The Put Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash.

F1: High River Limited Partnership ("High River") directly beneficially owns 3,052,889 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,651,373 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,276,031 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,538,157 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 745,997 Shares (including shares underlying Call Options).

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 (including shares underlying Call Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owns 1,499,125 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,389,946 Call Options, Icahn Master directly beneficially owns 2,608,702 Call Options, Icahn Master II directly beneficially owns 604,453 Call Options, and Icahn Master III directly beneficially owns 393,398 Call Options.

F7: High River directly wrote 1,499,125 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,389,946 Put Options, Icahn Master directly wrote 2,608,702 Put Options, Icahn Master II directly wrote 604,453 Put Options, and Icahn Master III directly wrote 393,398 Put Options.

Put OptionSEC Table II · derivative / convertible security · Conversion / exercise price $5.65 · Expires 2012-06-07Indirectplease see all footnotes7,495,624 Reported balance After 2010-08-04 transaction · row 6 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 6 · 2010-08-04 · Purchase · Acquired 53,949 · Balance 7,495,624

F8: The Call Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide for physical settlement. The Put Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash.

F1: High River Limited Partnership ("High River") directly beneficially owns 3,052,889 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,651,373 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,276,031 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,538,157 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 745,997 Shares (including shares underlying Call Options).

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 (including shares underlying Call Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owns 1,499,125 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,389,946 Call Options, Icahn Master directly beneficially owns 2,608,702 Call Options, Icahn Master II directly beneficially owns 604,453 Call Options, and Icahn Master III directly beneficially owns 393,398 Call Options.

F7: High River directly wrote 1,499,125 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,389,946 Put Options, Icahn Master directly wrote 2,608,702 Put Options, Icahn Master II directly wrote 604,453 Put Options, and Icahn Master III directly wrote 393,398 Put Options.

Filing footnotes · ownership attribution and instrument terms

F1: High River Limited Partnership ("High River") directly beneficially owns 3,052,889 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,651,373 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 5,276,031 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,538,157 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 745,997 Shares (including shares underlying Call Options).

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 (including shares underlying Call Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) 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 (including shares underlying Call Options) except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owns 1,499,125 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,389,946 Call Options, Icahn Master directly beneficially owns 2,608,702 Call Options, Icahn Master II directly beneficially owns 604,453 Call Options, and Icahn Master III directly beneficially owns 393,398 Call Options.

F7: High River directly wrote 1,499,125 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,389,946 Put Options, Icahn Master directly wrote 2,608,702 Put Options, Icahn Master II directly wrote 604,453 Put Options, and Icahn Master III directly wrote 393,398 Put Options.

F8: The Call Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide for physical settlement. The Put Options reference an aggregate of 7,495,624 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock $0.10 par value ("Shares")SEC Table I · non-derivativeIndirectPLEASE SEE FOOTNOTES9,523,192 Reported balance After 2005-12-14 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2005-12-14 · Other · Acquired 681,850 · Balance 9,523,192

F1: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims 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 and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

6.25% Convertible Subordinated Notes due 2008 ("Notes")SEC Table II · derivative / convertible security · Conversion / exercise price $21.72 · Expires 2008-07-15IndirectPLEASE SEE FOOTNOTES20,000,000 Reported balance After 2005-12-14 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2005-12-14 · Other · Acquired 0 · Balance 20,000,000

F1: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims 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 and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Filing footnotes · ownership attribution and instrument terms

F1: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims 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 and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
9.5% Class Perpetual Preferred StockSEC Table I · non-derivativeIndirectplease see footnotes225,000 Reported balance After 2011-06-30 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2011-06-30 · Other · Acquired 0 · Balance 225,000

F1: As of June 30, 2011, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 2.375% over March 31, 2011.

F2: The Class C Preferred Stock is not convertible into shares of XO's Common Stock ("Common Stock") but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of June 30, 2011, ACF Industries Holding Corp. ("ACF Holding") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF Holding to 197,673,476 votes with the Common Stock.

F3: Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F4: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

7% Class B Convertible Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $1.50Indirectplease see footnotes555,000 Reported balance After 2011-06-30 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2011-06-30 · Other · Acquired 0 · Balance 555,000

F5: As of June 30, 2011, the liquidation preference of the Class B Preferred Stock increased by 1.75% over March 31, 2011. As of June 30, 2011, Arnos Corp. ("Arnos"), Arnos Sub Corp. ("Arnos Sub"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 25,130, 15,366, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 453,716,974 shares of Common Stock.

F6: Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, 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 other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F7: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Arnos may, by virtue of its ownership by 100%of the interest in Arnos Sub, be deemed to beneficially own the securities as to which Arnos Sub possesses direct beneficial ownership. Arnos disclaims beneficial ownership of such securities for all other purposes.

F8: Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct or indirect beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF Holding may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership.

F9: ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F10: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

Filing footnotes · ownership attribution and instrument terms

F1: As of June 30, 2011, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 2.375% over March 31, 2011.

F2: The Class C Preferred Stock is not convertible into shares of XO's Common Stock ("Common Stock") but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of June 30, 2011, ACF Industries Holding Corp. ("ACF Holding") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF Holding to 197,673,476 votes with the Common Stock.

F3: Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F4: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

F5: As of June 30, 2011, the liquidation preference of the Class B Preferred Stock increased by 1.75% over March 31, 2011. As of June 30, 2011, Arnos Corp. ("Arnos"), Arnos Sub Corp. ("Arnos Sub"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 25,130, 15,366, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 453,716,974 shares of Common Stock.

F6: Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, 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 other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.

F7: Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Arnos may, by virtue of its ownership by 100%of the interest in Arnos Sub, be deemed to beneficially own the securities as to which Arnos Sub possesses direct beneficial ownership. Arnos disclaims beneficial ownership of such securities for all other purposes.

F8: Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct or indirect beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF Holding may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership.

F9: ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.

F10: Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

Transaction history

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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 dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
March 31, 2006 Filed Apr 20, 2006 12:42 UTC XO HOLDINGS INC XOCM.OB · Entity 12988 Other6% Class A Convertible Preferred Stock ("Preferred Shares") · Derivative 0 $0.00 $0.00
Disclosure

SEC source: 0000928475-06-000119 · form4march06_ex.xml · derivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · Director · Chairman of the Board · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Remarks

Disclosed balance after: 3,800,000

Underlying: Common Stock · 45,381,866 shares

Expires 2010-01-15

F1 · derivative.exercise_price: As of March 31, 2006 the liquidation preference of the XO Holdings Inc. Preferred Shares, increased by 1.5% over December 31, 2005.

F1 · shares: As of March 31, 2006 the liquidation preference of the XO Holdings Inc. Preferred Shares, increased by 1.5% over December 31, 2005.

F1 · price: As of March 31, 2006 the liquidation preference of the XO Holdings Inc. Preferred Shares, increased by 1.5% over December 31, 2005.

F1 · acquired: As of March 31, 2006 the liquidation preference of the XO Holdings Inc. Preferred Shares, increased by 1.5% over December 31, 2005.

F1 · balance_after: As of March 31, 2006 the liquidation preference of the XO Holdings Inc. Preferred Shares, increased by 1.5% over December 31, 2005.

Read SEC document
February 23, 2006 Filed Feb 27, 2006 15:49 UTC XO HOLDINGS INC XOCM.OB · Entity 12988 OtherClass C Warrants to purchase Common Stock · Derivative 770,658 $0.00 Strike: $10.00 $0.00
Disclosure

SEC source: 0000928475-06-000086 · form422706_ex.xml · derivative · entry 4

ICAHN CARL C ET AL · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE REMARKS

Disclosed balance after: 3,022,103

Underlying: Common Stock · 770,658 shares

Expires 2010-01-16

F1 · kind: On February 23, 2006, Cardiff Holding LLC was issued an aggregate of 513,769 shares of Common Stock, Series A Warrants to purchase 1,027,545 shares of Common Stock, Series B Warrants to purchase an aggregate of 770,658 shares of Common Stock and Series C Warrants to purchase 770,658 shares of Common Stock, in each case in connection with XO Communications, Inc.'s Third Amended Plan of Reorganization.

F1 · price: On February 23, 2006, Cardiff Holding LLC was issued an aggregate of 513,769 shares of Common Stock, Series A Warrants to purchase 1,027,545 shares of Common Stock, Series B Warrants to purchase an aggregate of 770,658 shares of Common Stock and Series C Warrants to purchase 770,658 shares of Common Stock, in each case in connection with XO Communications, Inc.'s Third Amended Plan of Reorganization.

Read SEC document
February 23, 2006 Filed Feb 27, 2006 15:49 UTC XO HOLDINGS INC XOCM.OB · Entity 12988 OtherClass B Warrants to purchase Common Stock · Derivative 770,658 $0.00 Strike: $7.50 $0.00
Disclosure

SEC source: 0000928475-06-000086 · form422706_ex.xml · derivative · entry 3

ICAHN CARL C ET AL · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE REMARKS

Disclosed balance after: 3,022,103

Underlying: Common Stock · 770,658 shares

Expires 2010-01-16

F1 · kind: On February 23, 2006, Cardiff Holding LLC was issued an aggregate of 513,769 shares of Common Stock, Series A Warrants to purchase 1,027,545 shares of Common Stock, Series B Warrants to purchase an aggregate of 770,658 shares of Common Stock and Series C Warrants to purchase 770,658 shares of Common Stock, in each case in connection with XO Communications, Inc.'s Third Amended Plan of Reorganization.

F1 · price: On February 23, 2006, Cardiff Holding LLC was issued an aggregate of 513,769 shares of Common Stock, Series A Warrants to purchase 1,027,545 shares of Common Stock, Series B Warrants to purchase an aggregate of 770,658 shares of Common Stock and Series C Warrants to purchase 770,658 shares of Common Stock, in each case in connection with XO Communications, Inc.'s Third Amended Plan of Reorganization.

Read SEC document
February 23, 2006 Filed Feb 27, 2006 15:49 UTC XO HOLDINGS INC XOCM.OB · Entity 12988 OtherClass A Warrants to purchase Common Stock · Derivative 1,027,545 $0.00 Strike: $6.25 $0.00
Disclosure

SEC source: 0000928475-06-000086 · form422706_ex.xml · derivative · entry 2

ICAHN CARL C ET AL · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE REMARKS

Disclosed balance after: 4,029,474

Underlying: Common Stock · 1,027,545 shares

Expires 2010-01-16

F1 · kind: On February 23, 2006, Cardiff Holding LLC was issued an aggregate of 513,769 shares of Common Stock, Series A Warrants to purchase 1,027,545 shares of Common Stock, Series B Warrants to purchase an aggregate of 770,658 shares of Common Stock and Series C Warrants to purchase 770,658 shares of Common Stock, in each case in connection with XO Communications, Inc.'s Third Amended Plan of Reorganization.

F1 · price: On February 23, 2006, Cardiff Holding LLC was issued an aggregate of 513,769 shares of Common Stock, Series A Warrants to purchase 1,027,545 shares of Common Stock, Series B Warrants to purchase an aggregate of 770,658 shares of Common Stock and Series C Warrants to purchase 770,658 shares of Common Stock, in each case in connection with XO Communications, Inc.'s Third Amended Plan of Reorganization.

Read SEC document
February 23, 2006 Filed Feb 27, 2006 15:49 UTC XO HOLDINGS INC XOCM.OB · Entity 12988 OtherCommon Stock, par $0.01 per share ("Common Stock") 513,769 $0.00 $0.00
Disclosure

SEC source: 0000928475-06-000086 · form422706_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · Director · CHAIRMAN OF THE BOARD · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE REMARKS

Disclosed balance after: 146,704,510

F1 · kind: On February 23, 2006, Cardiff Holding LLC was issued an aggregate of 513,769 shares of Common Stock, Series A Warrants to purchase 1,027,545 shares of Common Stock, Series B Warrants to purchase an aggregate of 770,658 shares of Common Stock and Series C Warrants to purchase 770,658 shares of Common Stock, in each case in connection with XO Communications, Inc.'s Third Amended Plan of Reorganization.

F1 · price: On February 23, 2006, Cardiff Holding LLC was issued an aggregate of 513,769 shares of Common Stock, Series A Warrants to purchase 1,027,545 shares of Common Stock, Series B Warrants to purchase an aggregate of 770,658 shares of Common Stock and Series C Warrants to purchase 770,658 shares of Common Stock, in each case in connection with XO Communications, Inc.'s Third Amended Plan of Reorganization.

Read SEC document
December 31, 2005 Filed Jan 4, 2006 14:47 UTC XO HOLDINGS INC XOCM.OB · Entity 12988 Other6% Class A Convertible Preferred Stock ("Preferred Shares") · Derivative 0 $0.00 $0.00
Disclosure

SEC source: 0000928475-06-000004 · form4dec05_ex.xml · derivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · Director · Chairman of the Board · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Remarks

Disclosed balance after: 3,800,000

Underlying: Common Stock · 44,711,198 shares

Expires 2010-01-15

F1 · derivative.exercise_price: As of December 31, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over September 30, 2005.

F1 · shares: As of December 31, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over September 30, 2005.

F1 · price: As of December 31, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over September 30, 2005.

F1 · acquired: As of December 31, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over September 30, 2005.

F1 · balance_after: As of December 31, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over September 30, 2005.

Read SEC document
December 14, 2005 Filed Mar 7, 2006 11:10 UTC VECTOR GROUP LTD VGR · Entity 12970 Other6.25% Convertible Subordinated Notes due 2008 ("Notes") · Derivative 0 $20,000,000.00 Strike: $21.72 $0.00
Disclosure

SEC source: 0000928475-06-000100 · frm4ii22806_ex.xml · derivative · entry 2

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP /NY/ · CIK 0000928464 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

UNICORN ASSOCIATES CORP · CIK 0000881178 · 10% owner

DIXON GUARANTOR LLC · CIK 0001259916 · 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: 20,000,000

Underlying: Shares · 920,810 shares

Expires 2008-07-15

F1 · shares: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · shares: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · shares: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · shares: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · shares: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · shares: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims 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 and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · shares: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · shares: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F1 · ownership.nature: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · ownership.nature: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · ownership.nature: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · ownership.nature: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · ownership.nature: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims 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 and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
December 14, 2005 Filed Mar 7, 2006 11:10 UTC VECTOR GROUP LTD VGR · Entity 12970 OtherCommon Stock $0.10 par value ("Shares") 681,850 $0.00 $0.00
Disclosure

SEC source: 0000928475-06-000100 · frm4ii22806_ex.xml · nonDerivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP /NY/ · CIK 0000928464 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

STARFIRE HOLDING CORP · CIK 0001008814 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

UNICORN ASSOCIATES CORP · CIK 0000881178 · 10% owner

DIXON GUARANTOR LLC · CIK 0001259916 · 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: 9,523,192

F1 · price: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · price: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · price: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · price: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · price: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · price: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims 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 and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · price: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · price: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F1 · ownership.nature: Please see Part II of Form 4 filing dated December 14, 2005, and filed simultaneously hereto.

F2 · ownership.nature: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.72 per Share due to an anti-dilution event resulting from an increase in the number of issued Shares. Barberry may be deemed to directly beneficially own 1,472,060 Shares. High River Limited Partnership ("High River") directly beneficially owns 8,027,592 Shares and Dixon Guarantor LLC ("Dixon") directly beneficially owns 262,500 Shares.

F3 · ownership.nature: On December 14, 2005, pursuant to an Exchange Offer by the Issuer for New Valley Corporation common stock, Little Meadow Corp. ("Little Meadow) received 10,800 Shares and Tortoise Corp. ("Tortoise") received 671,050 Shares.

F4 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River, which is the sole member of Dixon. Buffalo Investors Corp. ("Buffalo") is 100 percent owned by Starfire Holding Corporation ("Starfire"). Highcrest Investors Corp. ("Highcrest") is approximately 99.34 percent owned by Buffalo. ACF Industries Holding Corp. ("ACF Holding") is 100 percent owned by Highcrest. Unicorn Associates Corporation ("Unicorn") is 100 percent owned by ACF Holding.

F5 · ownership.nature: Arnos Corp ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Each of Barberry, Starfire and Little Meadow Corp. ("Little Meadow") are 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6 · ownership.nature: High River by virtue of its relationship to Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 262,500 Shares which Dixon owns. High River disclaims 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 and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,027,592 Shares which High River owns and the 262,500 Shares which Dixon owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F7 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire by virtue of their relationship to Tortoise, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 671,050 Shares which Tortoise owns. Each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F8 · ownership.nature: Mr. Icahn by virtue of his relationship to Barberry, Hopper, High River, Dixon, Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Little Meadow may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,472,060 Shares (assuming conversion of the Notes into 920,810 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, the 262,500 Shares which Dixon owns, the 671,050 Shares which Tortoise owns and the 10,800 Shares which Little Meadow owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,952 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
September 30, 2005 Filed Oct 4, 2005 10:31 UTC XO HOLDINGS INC XOCM.OB · Entity 12988 Other6% Class A Convertible Preferred Stock ("Preferred Shares") · Derivative 0 $0.00 $0.00
Disclosure

SEC source: 0000928475-05-000195 · form4sept05_ex.xml · derivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · Director · Chairman of the Board · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Remarks

Disclosed balance after: 3,800,000

Underlying: Common Stock · 44,050,441 shares

Expires 2010-01-15

F1 · derivative.exercise_price: As of September 30, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over June 30, 2005.

F1 · shares: As of September 30, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over June 30, 2005.

F1 · price: As of September 30, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over June 30, 2005.

F1 · acquired: As of September 30, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over June 30, 2005.

F1 · balance_after: As of September 30, 2005 the liquidation preference of the XO Communications Preferred Shares, increased by 1.5% over June 30, 2005.

Read SEC document
June 30, 2005 Filed Jul 1, 2005 12:08 UTC XO HOLDINGS INC XOCM.OB · Entity 12988 Other6% Class A Convertible Preferred Stock ("Preferred Shares") · Derivative 12,827 $0.00 $0.00
Disclosure

SEC source: 0000928475-05-000166 · form4xo6-30_ex.xml · derivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · Director · Chairman of the Board · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Remarks

Disclosed balance after: 3,800,000

Underlying: Common Stock · 41,171,018 shares

Expires 2010-01-15

F1 · derivative.exercise_price: As a result of the June 30, 2005 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,827 additional Common Shares.

F1 · shares: As a result of the June 30, 2005 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,827 additional Common Shares.

F1 · price: As a result of the June 30, 2005 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,827 additional Common Shares.

F1 · balance_after: As a result of the June 30, 2005 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,827 additional Common Shares.

Read SEC document
March 31, 2005 Filed May 18, 2005 12:33 UTC XO HOLDINGS INC XOCOMMUNIC · Entity 12988 Other6% Class A Convertible Preferred Stock ("Preferred Shares") · Derivative 12,637 $0.00 $0.00
Disclosure

SEC source: 0000928475-05-000144 · form41231-xo_ex.xml · derivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · Director · Chairman of the Board · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Remarks

Disclosed balance after: 3,800,000

Underlying: Common Stock · 41,158,191 shares

Expires 2010-01-15

F1 · derivative.exercise_price: As a result of the March 31, 2005 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,637 additional Common Shares.

F1 · shares: As a result of the March 31, 2005 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,637 additional Common Shares.

F1 · price: As a result of the March 31, 2005 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,637 additional Common Shares.

F1 · balance_after: As a result of the March 31, 2005 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,637 additional Common Shares.

Read SEC document
December 31, 2004 Filed May 18, 2005 12:36 UTC XO HOLDINGS INC XOCOMMUNIC · Entity 12988 Other6% Class A Convertible Preferred Stock ("Preferred Shares") · Derivative 12,451 $0.00 $0.00
Disclosure

SEC source: 0000928475-05-000145 · form4-xo_ex.xml · derivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · Director · Chairman of the Board · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Remarks

Disclosed balance after: 3,800,000

Underlying: Common Stock · 41,145,553 shares

Expires 2010-01-15

F1 · derivative.exercise_price: As a result of the December 31, 2004 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,451 additional Common Shares.

F1 · shares: As a result of the December 31, 2004 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,451 additional Common Shares.

F1 · price: As a result of the December 31, 2004 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,451 additional Common Shares.

F1 · balance_after: As a result of the December 31, 2004 increase in the liquidation preference of the XO Communications Preferred Shares, the Preferred Shares became convertible into 12,451 additional Common Shares.

Read SEC document
September 30, 2004 Filed May 18, 2005 12:31 UTC XO HOLDINGS INC XOCOMMUNIC · Entity 12988 Other6% Class A Convertible Preferred Stock ("Preferred Shares") · Derivative 7,561 $0.00 $0.00
Disclosure

SEC source: 0000928475-05-000143 · form4a-xo_ex.xml · derivative · entry 1

ICAHN CARL C ET AL · CIK 0000921669 · Director · Chairman of the Board · 10% owner

ACF INDUSTRIES HOLDING CORP · CIK 0000910627 · 10% owner

HIGHCREST INVESTORS CORP · CIK 0000928475 · 10% owner

BUFFALO INVESTORS CORP · CIK 0001015071 · 10% owner

STARFIRE HOLDING CORP/NY · CIK 0001008814 · 10% owner

Cardiff Holding LLC · CIK 0001324819 · 10% owner

Tramore LLC · CIK 0001325399 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Remarks

Disclosed balance after: 3,800,000

Underlying: Common Stock · 41,133,102 shares

Expires 2010-01-15

F1 · derivative.exercise_price: As a result of the September 30, 2004 increase in the liquidation preference of the XO Comunications Preferred Shares, the Preferred Shares became convertible into 7,561 additional Common Shares.

F1 · shares: As a result of the September 30, 2004 increase in the liquidation preference of the XO Comunications Preferred Shares, the Preferred Shares became convertible into 7,561 additional Common Shares.

F1 · price: As a result of the September 30, 2004 increase in the liquidation preference of the XO Comunications Preferred Shares, the Preferred Shares became convertible into 7,561 additional Common Shares.

F1 · balance_after: As a result of the September 30, 2004 increase in the liquidation preference of the XO Comunications Preferred Shares, the Preferred Shares became convertible into 7,561 additional Common Shares.

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