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BARBERRY CORP.

Disclosed activity across 15 companies

Tapewire entity
12995
SEC CIK
0000860851

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
American Railcar Industries, Inc.ARII · Entity 1206610% ownerNovember 20, 2007November 21, 2007
Federal-Mogul Holdings CorpFMO · Entity 1232710% owner · please see all footnotesJuly 03, 2008July 03, 2008
HAIN CELESTIAL GROUP INCHAIN · Entity 705510% ownerNovember 24, 2010November 29, 2010
HOLLYWOOD ENTERTAINMENT CORPHLYW · Entity 1389510% ownerMarch 31, 2005April 06, 2005
MOTRICITY INCMOTR · Entity 1280010% ownerJanuary 03, 2011January 05, 2011
PHILIP SERVICES CORP/DEPSCD.PK · Entity 1414510% ownerJune 23, 2003July 30, 2003
Savara IncANX · Entity 490010% ownerJuly 27, 2005August 05, 2005
TAKE TWO INTERACTIVE SOFTWARE INCTTWO · Entity 307610% ownerSeptember 27, 2010September 29, 2010
VECTOR GROUP LTDVGR · Entity 1297010% ownerJuly 14, 2006July 18, 2006
WCI COMMUNITIES INCWCIMQ · Entity 13358please see all footnotesDecember 04, 2008December 05, 2008
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.

American Railcar Industries, Inc.

Report date November 20, 2007 · Filed November 21, 2007

Jointly reported with ICAHN CARL C, Hopper Investments LLC, MODAL LLC

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
COMMON STOCKSEC Table I · non-derivativeIndirectplease see footnotes11,587,945 Last balance in matching sequence After 2007-11-21 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2007-11-20 · Purchase · Acquired 70,000 · Balance 11,545,475

F1: Carl C. Icahn is the sole member and 100% owner of Modal LLC. Modal LLC beneficially owns 4,290,918 shares of the common stock of American Railcar Industries, Inc. (the "Company"). Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Hopper Investments LLC beneficially owns 2,236,062 shares of the common stock of the Company. Carl C. Icahn directly owns 5,037,165 shares of the common stock of the Company. Gail Golden is Carl C. Icahn's wife. Gail Golden owns 23,800 shares of the common stock of the Company. Carl C. Icahn beneficially owns 11,587,945 shares of the common stock of the Company, including Gail Golden's shares. Carl C. Icahn is in a position directly and indirectly to determine the investment and voting decisions of all of the foregoing entities, except Gail Golden.

F2: Barberry Corp. and Carl C. Icahn, by virtue of their relationship to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaim beneficial ownership of such shares for all other purposes.

F3: Carl C. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes.

F4: Carl C. Icahn, by virtue of his relationship to Gail Golden, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Gail Golden owns, but he disclaims beneficial ownership of such shares for all other purposes.

Row 2 · 2007-11-21 · Purchase · Acquired 42,470 · Balance 11,587,945

F1: Carl C. Icahn is the sole member and 100% owner of Modal LLC. Modal LLC beneficially owns 4,290,918 shares of the common stock of American Railcar Industries, Inc. (the "Company"). Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Hopper Investments LLC beneficially owns 2,236,062 shares of the common stock of the Company. Carl C. Icahn directly owns 5,037,165 shares of the common stock of the Company. Gail Golden is Carl C. Icahn's wife. Gail Golden owns 23,800 shares of the common stock of the Company. Carl C. Icahn beneficially owns 11,587,945 shares of the common stock of the Company, including Gail Golden's shares. Carl C. Icahn is in a position directly and indirectly to determine the investment and voting decisions of all of the foregoing entities, except Gail Golden.

F2: Barberry Corp. and Carl C. Icahn, by virtue of their relationship to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaim beneficial ownership of such shares for all other purposes.

F3: Carl C. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes.

F4: Carl C. Icahn, by virtue of his relationship to Gail Golden, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Gail Golden owns, but he disclaims beneficial ownership of such shares for all other purposes.

Filing footnotes · ownership attribution and instrument terms

F1: Carl C. Icahn is the sole member and 100% owner of Modal LLC. Modal LLC beneficially owns 4,290,918 shares of the common stock of American Railcar Industries, Inc. (the "Company"). Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Hopper Investments LLC beneficially owns 2,236,062 shares of the common stock of the Company. Carl C. Icahn directly owns 5,037,165 shares of the common stock of the Company. Gail Golden is Carl C. Icahn's wife. Gail Golden owns 23,800 shares of the common stock of the Company. Carl C. Icahn beneficially owns 11,587,945 shares of the common stock of the Company, including Gail Golden's shares. Carl C. Icahn is in a position directly and indirectly to determine the investment and voting decisions of all of the foregoing entities, except Gail Golden.

F2: Barberry Corp. and Carl C. Icahn, by virtue of their relationship to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaim beneficial ownership of such shares for all other purposes.

F3: Carl C. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes.

F4: Carl C. Icahn, by virtue of his relationship to Gail Golden, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Gail Golden owns, but he disclaims beneficial ownership of such shares for all other purposes.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common Stock, par value $0.01 per share ("Shares")SEC Table I · non-derivativeIndirectplease see footnotes75,241,924 Reported balance After 2008-07-03 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2008-07-03 · Other · Acquired 0 · Balance 75,241,924

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

F1: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 24,491,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2: IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 50,750,000 Shares. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of FM Holdings. Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP") is the general partner of Icahn Enterprises Holdings. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP. Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities.

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

F4: Each of Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton (by virtue of their relationship to FM Holdings) and Mr. Icahn (by virtue of his relationship to Beckton), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which FM Holdings owns. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Filing footnotes · ownership attribution and instrument terms

F1: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 24,491,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2: IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 50,750,000 Shares. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of FM Holdings. Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP") is the general partner of Icahn Enterprises Holdings. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP. Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities.

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

F4: Each of Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton (by virtue of their relationship to FM Holdings) and Mr. Icahn (by virtue of his relationship to Beckton), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which FM Holdings owns. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

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

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.01 per share ("Common Shares")SEC Table I · non-derivativeIndirectplease see all footnotes6,525,163 Reported balance After 2010-11-24 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2010-11-24 · Purchase · Acquired 10,600 · Balance 6,525,163

F1: High River Limited Partnership ("High River") directly beneficially owns 1,307,452 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,985,905 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 2,248,113 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 679,014 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 316,779 Shares.

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

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

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

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

Common SharesSEC Table I · non-derivativeIndirectplease see all footnotes6,537,263 Last balance in matching sequence After 2010-11-29 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2010-11-26 · Purchase · Acquired 6,400 · Balance 6,531,563

F1: High River Limited Partnership ("High River") directly beneficially owns 1,307,452 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,985,905 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 2,248,113 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 679,014 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 316,779 Shares.

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

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

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

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

Row 3 · 2010-11-29 · Purchase · Acquired 5,700 · Balance 6,537,263

F1: High River Limited Partnership ("High River") directly beneficially owns 1,307,452 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,985,905 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 2,248,113 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 679,014 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 316,779 Shares.

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

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

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

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

Filing footnotes · ownership attribution and instrument terms

F1: High River Limited Partnership ("High River") directly beneficially owns 1,307,452 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,985,905 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 2,248,113 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 679,014 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 316,779 Shares.

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

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

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

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

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectPlease see explanation below.6,945,201 Reported balance Holding disclosure · report date 2005-03-31 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 6,945,201

F1: Barberry Corp. is the sole member of Hopper Investments LLC, which is the general partner of High River Limited Partnership. CCI Offshore LLC is the general partner of Icahn Offshore L.P., which is the general partner of Icahn Partners Master Fund LP. CCI Onshore LLC is the general partner of Icahn Onshore L.P., which is the general partner of Icahn Partners LP. Each of Barberry Corp., CCI Offshore LLC and CCI Onshore LLC is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities. continued below.

F2: High River Limited Partnership owns 1,389,041 Shares. Icahn Partners Master Fund LP owns 2,295,425 Shares. Icahn Partners LP owns 3,260,735 Shares. Each of Hopper Investments LLC, Barberry Corp. and Mr. Icahn, by virtue of their relationships to High River may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns, but each of them disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore L.P., CCI Offshore LLC and Mr. Icahn, by virtue of their relationships to Icahn Master may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners Master Fund LP owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

F3: Each of Icahn Onshore L.P., CCI Onshore LLC and Mr. Icahn, by virtue of their relationships to Icahn Partners may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners LP owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

Filing footnotes · ownership attribution and instrument terms

F1: Barberry Corp. is the sole member of Hopper Investments LLC, which is the general partner of High River Limited Partnership. CCI Offshore LLC is the general partner of Icahn Offshore L.P., which is the general partner of Icahn Partners Master Fund LP. CCI Onshore LLC is the general partner of Icahn Onshore L.P., which is the general partner of Icahn Partners LP. Each of Barberry Corp., CCI Offshore LLC and CCI Onshore LLC is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities. continued below.

F2: High River Limited Partnership owns 1,389,041 Shares. Icahn Partners Master Fund LP owns 2,295,425 Shares. Icahn Partners LP owns 3,260,735 Shares. Each of Hopper Investments LLC, Barberry Corp. and Mr. Icahn, by virtue of their relationships to High River may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns, but each of them disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore L.P., CCI Offshore LLC and Mr. Icahn, by virtue of their relationships to Icahn Master may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners Master Fund LP owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

F3: Each of Icahn Onshore L.P., CCI Onshore LLC and Mr. Icahn, by virtue of their relationships to Icahn Partners may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners LP owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

MOTRICITY INC

Report date January 03, 2011 · Filed January 05, 2011

Jointly reported with ICAHN CARL C, KOALA HOLDING LP, KOALA HOLDING GP CORP.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectplease see footnotes6,782,038.626 Reported balance After 2011-01-03 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2011-01-03 · Conversion · Acquired 2,343,485.626 · Balance 6,782,038.626

F1: Pursuant to the mandatory conversion provisions of the Series H Preferred Stock, on January 3, 2011, 20,897,586.087 shares of Series H Preferred Stock held by Koala Holding LP ("Koala") were converted by Motricity, Inc. into 2,343,485.626 shares of Common Stock at a fixed conversion price.

F2: High River Limited Partnership ("High River") is the direct beneficial owner of 1,000,000 of these shares of common stock. Koala is the direct beneficial owner of 5,782,038.626 of these shares of common stock.

F3: Hopper Investments, LLC ("Hopper"), by virtue of owning 100% of the general partnership interests of High River, may be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all purposes. Barberry Corp. ("Barberry"), by virtue of being the sole member of Hopper, may be deemed to beneficially own the securities, as to which Hopper possesses indirect beneficial ownership.

F4: Barberry disclaims beneficial ownership of such securities for all purposes. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities for all other purposes.

F5: Koala Holding GP Corp. ("Koala GP"), by virtue of owning 100% of the general partnership interests of Koala, may be deemed to beneficially own the securities as to which Koala possesses direct beneficial ownership. Koala GP disclaims beneficial ownership of such securities for all purposes. Barberry, by virtue of owning 100% of the equity interests of Koala GP, may be deemed to beneficially own the securities, as to which Koala GP possesses indirect beneficial ownership.

F6: Barberry disclaims beneficial ownership of such securities for all purposes. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities for all other purposes.

Series H Convertible Preferred StockSEC Table II · derivative / convertible security · Conversion / exercise price $22.20 · Expires 2013-08-31Indirectplease see footntoes0 Reported balance After 2011-01-03 transaction · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · 2011-01-03 · Conversion · Disposed 20,897,586.087 · Balance 0

F3: Hopper Investments, LLC ("Hopper"), by virtue of owning 100% of the general partnership interests of High River, may be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all purposes. Barberry Corp. ("Barberry"), by virtue of being the sole member of Hopper, may be deemed to beneficially own the securities, as to which Hopper possesses indirect beneficial ownership.

F4: Barberry disclaims beneficial ownership of such securities for all purposes. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities for all other purposes.

F5: Koala Holding GP Corp. ("Koala GP"), by virtue of owning 100% of the general partnership interests of Koala, may be deemed to beneficially own the securities as to which Koala possesses direct beneficial ownership. Koala GP disclaims beneficial ownership of such securities for all purposes. Barberry, by virtue of owning 100% of the equity interests of Koala GP, may be deemed to beneficially own the securities, as to which Koala GP possesses indirect beneficial ownership.

F6: Barberry disclaims beneficial ownership of such securities for all purposes. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities for all other purposes.

Filing footnotes · ownership attribution and instrument terms

F1: Pursuant to the mandatory conversion provisions of the Series H Preferred Stock, on January 3, 2011, 20,897,586.087 shares of Series H Preferred Stock held by Koala Holding LP ("Koala") were converted by Motricity, Inc. into 2,343,485.626 shares of Common Stock at a fixed conversion price.

F2: High River Limited Partnership ("High River") is the direct beneficial owner of 1,000,000 of these shares of common stock. Koala is the direct beneficial owner of 5,782,038.626 of these shares of common stock.

F3: Hopper Investments, LLC ("Hopper"), by virtue of owning 100% of the general partnership interests of High River, may be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all purposes. Barberry Corp. ("Barberry"), by virtue of being the sole member of Hopper, may be deemed to beneficially own the securities, as to which Hopper possesses indirect beneficial ownership.

F4: Barberry disclaims beneficial ownership of such securities for all purposes. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities for all other purposes.

F5: Koala Holding GP Corp. ("Koala GP"), by virtue of owning 100% of the general partnership interests of Koala, may be deemed to beneficially own the securities as to which Koala possesses direct beneficial ownership. Koala GP disclaims beneficial ownership of such securities for all purposes. Barberry, by virtue of owning 100% of the equity interests of Koala GP, may be deemed to beneficially own the securities, as to which Koala GP possesses indirect beneficial ownership.

F6: Barberry disclaims beneficial ownership of such securities for all purposes. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities for all other purposes.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
PIK DebtSEC Table II · derivative / convertible security · Conversion / exercise price $11.72 · Expires 2005-03-31IndirectSee FootnoteNot disclosed Reported balance After 2003-06-23 transaction · row 1 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 1 · 2003-06-23 · Purchase · Acquired Not disclosed · Balance Not disclosed

F1: See Explanation of Responses.

Filing footnotes · ownership attribution and instrument terms

F1: See Explanation of Responses.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common StockSEC Table I · non-derivativeIndirectPlease see explanation below4,324,324 Reported balance Holding disclosure · report date 2005-07-27 · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · Balance 4,324,324

F1: Barberry Corp. is the sole member of Hopper Investments LLC, which is the general partner of High River Limited Partnership. CCI Offshore Corp. is the general partner of Icahn Offshore LP, which is the general partner of Icahn Partners Master Fund LP. CCI Onshore Corp. is the general partner of Icahn Onshore LP, which is the general partner of Icahn Partners LP. Each of Barberry Corp., CCI Offshore Corp. and CCI Onshore Corp. is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2: High River Limited Partnership owns 864,865 Shares. Icahn Partners Master Fund LP owns 1,798,919 Shares. Icahn Partners LP owns 1,660,540 Shares.

F3: Each of Hopper Investments LLC, Barberry Corp.and Mr. Icahn, by virtue of their relationships to High River Limited Partnership may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River Limited Partnership owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

F4: Each of Icahn Offshore LP, CCI Offshore Corp. and Mr. Icahn by virtue of their relationships to Icahn Master Fund LP may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners Master Fund LP owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

F5: Each of Icahn Onshore LP, CCI Onshore Corp. and Mr. Icahn, by virtue of their relationships to Icahn Partners LP may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners LP owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

Warrants to acquire shares of Common StockSEC Table II · derivative / convertible security · Conversion / exercise price $2.26 · Expires 2012-07-27IndirectPlease see explanation belowNot disclosed Reported balance Holding disclosure · report date 2005-07-27 · row 2 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 2 · Balance Not disclosed

F1: Barberry Corp. is the sole member of Hopper Investments LLC, which is the general partner of High River Limited Partnership. CCI Offshore Corp. is the general partner of Icahn Offshore LP, which is the general partner of Icahn Partners Master Fund LP. CCI Onshore Corp. is the general partner of Icahn Onshore LP, which is the general partner of Icahn Partners LP. Each of Barberry Corp., CCI Offshore Corp. and CCI Onshore Corp. is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F6: High River Limited Partnership owns 864,865 Warrants. Icahn Partners Master Fund LP owns 1,798,919 Warrants. Icahn Partners LP owns 1,660,540 Warrants.

F7: Each of Hopper Investments LLC, Barberry Corp.and Mr. Icahn, by virtue of their relationships to High River Limited Partnership may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Warrants which High River Limited Partnership owns, but each of them disclaims beneficial ownership of such Warrants for all other purposes.

F8: Each of Icahn Offshore LP, CCI Offshore Corp. and Mr. Icahn by virtue of their relationships to Icahn Master Fund LP may be deemd to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Warrants which Icahn Partners Master Fund LP owns, but each of them disclaims beneficial ownership of such Warrants for all other purposes.

F9: Each of Icahn Onshore LP, CCI Onshore Corp. and Mr. Icahn, by virtue of their relationships to Icahn Partners LP may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Warrants which Icahn Partners LP owns, but each of them disclaims beneficial ownership of such Warrants for all other purposes.

Filing footnotes · ownership attribution and instrument terms

F1: Barberry Corp. is the sole member of Hopper Investments LLC, which is the general partner of High River Limited Partnership. CCI Offshore Corp. is the general partner of Icahn Offshore LP, which is the general partner of Icahn Partners Master Fund LP. CCI Onshore Corp. is the general partner of Icahn Onshore LP, which is the general partner of Icahn Partners LP. Each of Barberry Corp., CCI Offshore Corp. and CCI Onshore Corp. is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2: High River Limited Partnership owns 864,865 Shares. Icahn Partners Master Fund LP owns 1,798,919 Shares. Icahn Partners LP owns 1,660,540 Shares.

F3: Each of Hopper Investments LLC, Barberry Corp.and Mr. Icahn, by virtue of their relationships to High River Limited Partnership may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River Limited Partnership owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

F4: Each of Icahn Offshore LP, CCI Offshore Corp. and Mr. Icahn by virtue of their relationships to Icahn Master Fund LP may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners Master Fund LP owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

F5: Each of Icahn Onshore LP, CCI Onshore Corp. and Mr. Icahn, by virtue of their relationships to Icahn Partners LP may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners LP owns, but each of them disclaims beneficial ownership of such Shares for all other purposes.

F6: High River Limited Partnership owns 864,865 Warrants. Icahn Partners Master Fund LP owns 1,798,919 Warrants. Icahn Partners LP owns 1,660,540 Warrants.

F7: Each of Hopper Investments LLC, Barberry Corp.and Mr. Icahn, by virtue of their relationships to High River Limited Partnership may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Warrants which High River Limited Partnership owns, but each of them disclaims beneficial ownership of such Warrants for all other purposes.

F8: Each of Icahn Offshore LP, CCI Offshore Corp. and Mr. Icahn by virtue of their relationships to Icahn Master Fund LP may be deemd to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Warrants which Icahn Partners Master Fund LP owns, but each of them disclaims beneficial ownership of such Warrants for all other purposes.

F9: Each of Icahn Onshore LP, CCI Onshore Corp. and Mr. Icahn, by virtue of their relationships to Icahn Partners LP may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Warrants which Icahn Partners LP owns, but each of them disclaims beneficial ownership of such Warrants for all other purposes.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.01 per share ("Shares")SEC Table I · non-derivativeIndirectplease see footnotes12,305,626 Reported balance After 2010-09-27 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2010-09-27 · Purchase · Acquired 23,300 · Balance 12,305,626

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

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

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

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

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

Filing footnotes · ownership attribution and instrument terms

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

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

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

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

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

VECTOR GROUP LTD

Report date July 14, 2006 · Filed July 18, 2006

Jointly reported with ICAHN CARL C, Hopper Investments LLC, HIGH RIVER LIMITED PARTNERSHIP

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock $0.10 par value ("Shares")SEC Table I · non-derivativeIndirectPLEASE SEE FOOTNOTES10,922,492 Reported balance After 2006-07-14 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2006-07-14 · Purchase · Acquired 67,400 · Balance 10,922,492

F1: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F3: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F6: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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.

SharesSEC Table I · non-derivativeIndirectPLEASE SEE FOOTNOTES11,043,892 Last balance in matching sequence After 2006-07-18 transaction · row 3 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 2 · 2006-07-17 · Purchase · Acquired 21,400 · Balance 10,943,892

F1: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F3: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F6: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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.

Row 3 · 2006-07-18 · Purchase · Acquired 100,000 · Balance 11,043,892

F1: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F3: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F6: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F3: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F6: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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
Common Stock, par value $0.01 per share ("Common Stock")SEC Table I · non-derivativeDirect3,848 Reported balance After 2008-12-04 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2008-12-04 · Sale · Disposed 6,096,175 · Balance 3,848

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

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

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

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

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

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

Filing footnotes · ownership attribution and instrument terms

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

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

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

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

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

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

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.

Past disclosures · reporting ended (4)

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

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

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $0.001 per share ("Common Stock")SEC Table I · non-derivativeIndirectsee footnotes0 Last balance in matching sequence After 2008-04-29 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified.
2 source rows

Row 1 · 2008-04-29 · Sale · Disposed 250,000 · Balance 50,683,864

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

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

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

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

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

Row 2 · 2008-04-29 · Sale · Disposed 50,683,864 · Balance 0

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

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

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

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

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

Filing footnotes · ownership attribution and instrument terms

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

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

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

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

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

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

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $1.00 ("Shares")SEC Table I · non-derivativeIndirectsee footnotes0 Reported balance After 2008-07-25 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2008-07-25 · Disposition to issuer · Disposed 1,194,100 · Balance 0

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

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

F3: Please reference separate Form 4 filing made July 28, 2008, by Mr. Icahn, Icahn Enterprises Holding, Icahn Enterprises GP, and Beckton.

Filing footnotes · ownership attribution and instrument terms

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

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

F3: Please reference separate Form 4 filing made July 28, 2008, by Mr. Icahn, Icahn Enterprises Holding, Icahn Enterprises GP, and Beckton.

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

No balance rows disclosed in this filing.

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

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Common Stock, par value $.001 ("Shares")SEC Table I · non-derivativeIndirectplease see all footnotes0 Reported balance After 2008-11-21 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source row

Row 1 · 2008-11-21 · Sale · Disposed 11,669,544 · Balance 0

F1: Icahn Enterprises Holdings L.P. ("IEHLP"), f/k/a American Real Estate Holdings Limited Partnership, directly beneficially owned 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owned 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owned 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of Icahn Enterprises G.P. Inc. ("IEGP"), f/k/a American Property Investors, Inc., which is the general partner of IEHLP. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

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

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

Filing footnotes · ownership attribution and instrument terms

F1: Icahn Enterprises Holdings L.P. ("IEHLP"), f/k/a American Real Estate Holdings Limited Partnership, directly beneficially owned 4,563,610 Shares, Barberry Corp. ("Barberry") directly beneficially owned 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owned 6,205,134 Shares. Beckton Corp. ("Beckton") is the sole shareholder of Icahn Enterprises G.P. Inc. ("IEGP"), f/k/a American Property Investors, Inc., which is the general partner of IEHLP. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

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

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

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
August 17, 2006 Filed Aug 18, 2006 16:30 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 46,949 $29.55 $1,387,342.95
Disclosure

SEC source: 0000928475-06-000205 · form4081806_ex.xml · nonDerivative · entry 4

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,536,224

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,167,012 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,587,599 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,167,012 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,587,599 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,167,012 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,587,599 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 17, 2006 Filed Aug 18, 2006 16:30 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 30,151 $29.55 $890,962.05
Disclosure

SEC source: 0000928475-06-000205 · form4081806_ex.xml · nonDerivative · entry 3

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,489,275

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,167,012 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,587,599 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,167,012 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,587,599 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,167,012 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,587,599 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 16, 2006 Filed Aug 18, 2006 16:30 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 63,464 $28.96 $1,837,917.44
Disclosure

SEC source: 0000928475-06-000205 · form4081806_ex.xml · nonDerivative · entry 2

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,459,124

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,167,012 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,587,599 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,167,012 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,587,599 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,167,012 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,587,599 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 16, 2006 Filed Aug 18, 2006 16:30 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseCommon Stock, par value $.001 (the "Shares") 40,758 $28.96 $1,180,351.68
Disclosure

SEC source: 0000928475-06-000205 · form4081806_ex.xml · nonDerivative · entry 1

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,395,660

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,167,012 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,587,599 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,167,012 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,587,599 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,167,012 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,587,599 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 15, 2006 Filed Aug 15, 2006 17:35 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 104,028 $28.46 $2,960,636.88
Disclosure

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 8

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,354,902

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 15, 2006 Filed Aug 15, 2006 17:35 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 161,981 $28.46 $4,609,979.26
Disclosure

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 7

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,250,874

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 14, 2006 Filed Aug 15, 2006 17:35 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 152,232 $28.67 $4,364,491.44
Disclosure

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 6

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,088,893

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 14, 2006 Filed Aug 15, 2006 17:35 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 97,768 $28.67 $2,803,008.56
Disclosure

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 5

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 9,936,661

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 11, 2006 Filed Aug 15, 2006 17:35 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 612,766 $27.89 $17,090,043.74
Disclosure

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 4

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 9,838,893

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 11, 2006 Filed Aug 15, 2006 17:35 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 393,534 $27.89 $10,975,663.26
Disclosure

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 3

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 9,226,127

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
August 11, 2006 Filed Aug 15, 2006 17:35 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 75,581 $27.83 $2,103,419.23
Disclosure

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 2

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 8,832,593

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

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August 11, 2006 Filed Aug 15, 2006 17:35 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseCommon Stock, par value $.001 (the "Shares") 48,540 $27.83 $1,350,868.20
Disclosure

SEC source: 0000928475-06-000203 · form4081406_ex.xml · nonDerivative · entry 1

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 8,757,012

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 4,049,493 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 5,404,609 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,943 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 5,404,609 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,049,493 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 5,404,609 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

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July 18, 2006 Filed Jul 18, 2006 17:32 UTC VECTOR GROUP LTD VGR · Entity 12970 PurchaseShares 100,000 $15.74 $1,574,000.00
Disclosure

SEC source: 0000928475-06-000182 · form471706_ex.xml · nonDerivative · entry 3

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

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 11,043,892

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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
July 17, 2006 Filed Jul 18, 2006 17:32 UTC VECTOR GROUP LTD VGR · Entity 12970 PurchaseShares 21,400 $15.92 $340,688.00
Disclosure

SEC source: 0000928475-06-000182 · form471706_ex.xml · nonDerivative · entry 2

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

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,943,892

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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
July 14, 2006 Filed Jul 18, 2006 17:32 UTC VECTOR GROUP LTD VGR · Entity 12970 PurchaseCommon Stock $0.10 par value ("Shares") 67,400 $15.91 $1,072,334.00
Disclosure

SEC source: 0000928475-06-000182 · form471706_ex.xml · nonDerivative · entry 1

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

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,922,492

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,610,792 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,610,792 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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
June 29, 2006 Filed Jun 30, 2006 16:15 UTC VECTOR GROUP LTD VGR · Entity 12970 PurchaseShares 11,000 $16.00 $176,000.00
Disclosure

SEC source: 0000928475-06-000176 · form463006_ex.xml · nonDerivative · entry 2

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

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,855,092

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,421,992 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,421,992 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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
June 28, 2006 Filed Jun 30, 2006 16:15 UTC VECTOR GROUP LTD VGR · Entity 12970 PurchaseCommon Stock $0.10 par value ("Shares") 120,900 $15.72 $1,900,548.00
Disclosure

SEC source: 0000928475-06-000176 · form463006_ex.xml · nonDerivative · entry 1

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

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,844,092

F1 · ownership.nature: Barberry Corp. ("Barberry") is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F2 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F3 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,421,992 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,421,992 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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
June 16, 2006 Filed Jun 19, 2006 16:51 UTC VECTOR GROUP LTD VGR · Entity 12970 Conversion6.25% Convertible Subordinated Notes dues 2008 ("Notes") · Derivative Not disclosed $20,000,000.00 Strike: $21.32 $20,000,000.00
Disclosure

SEC source: 0000928475-06-000171 · form461406_ex.xml · derivative · entry 3

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

BARBERRY CORP. · CIK 0000860851 · 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: 0

Underlying: Shares · 938,087 shares

Expires 2008-07-15

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: On June 7, 2006, Barberry Corp. ("Barberry") entered into a Letter Agreement with Vector Group Ltd. ("Vector"), to convert $20 million principal amount of the Notes into 938,087 Shares. As an inducement for Barberry to convert Vector agreed to issue to Barberry an additional 261,913 Shares. The foregoing transactions were consummated on June 16, 2006.

F2 · price: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F3 · price: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F4 · price: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,290,092 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · price: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · price: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F7 · price: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,290,092 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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: On June 7, 2006, Barberry Corp. ("Barberry") entered into a Letter Agreement with Vector Group Ltd. ("Vector"), to convert $20 million principal amount of the Notes into 938,087 Shares. As an inducement for Barberry to convert Vector agreed to issue to Barberry an additional 261,913 Shares. The foregoing transactions were consummated on June 16, 2006.

F2 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F3 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F4 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,290,092 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F7 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,290,092 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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
June 16, 2006 Filed Jun 19, 2006 16:51 UTC VECTOR GROUP LTD VGR · Entity 12970 OtherShares 261,913 $0.00 $0.00
Disclosure

SEC source: 0000928475-06-000171 · form461406_ex.xml · nonDerivative · entry 2

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

BARBERRY CORP. · CIK 0000860851 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,723,192

F1 · price: On June 7, 2006, Barberry Corp. ("Barberry") entered into a Letter Agreement with Vector Group Ltd. ("Vector"), to convert $20 million principal amount of the Notes into 938,087 Shares. As an inducement for Barberry to convert Vector agreed to issue to Barberry an additional 261,913 Shares. The foregoing transactions were consummated on June 16, 2006.

F2 · price: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F3 · price: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F4 · price: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,290,092 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · price: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · price: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F7 · price: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,290,092 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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: On June 7, 2006, Barberry Corp. ("Barberry") entered into a Letter Agreement with Vector Group Ltd. ("Vector"), to convert $20 million principal amount of the Notes into 938,087 Shares. As an inducement for Barberry to convert Vector agreed to issue to Barberry an additional 261,913 Shares. The foregoing transactions were consummated on June 16, 2006.

F2 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F3 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F4 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,290,092 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F7 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,290,092 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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
June 16, 2006 Filed Jun 19, 2006 16:51 UTC VECTOR GROUP LTD VGR · Entity 12970 ConversionCommon Stock $0.10 par value ("Shares") 938,087 $0.00 $0.00
Disclosure

SEC source: 0000928475-06-000171 · form461406_ex.xml · nonDerivative · entry 1

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

BARBERRY CORP. · CIK 0000860851 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 10,461,279

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: On June 7, 2006, Barberry Corp. ("Barberry") entered into a Letter Agreement with Vector Group Ltd. ("Vector"), to convert $20 million principal amount of the Notes into 938,087 Shares. As an inducement for Barberry to convert Vector agreed to issue to Barberry an additional 261,913 Shares. The foregoing transactions were consummated on June 16, 2006.

F2 · price: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F3 · price: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F4 · price: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,290,092 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · price: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · price: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F7 · price: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,290,092 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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: On June 7, 2006, Barberry Corp. ("Barberry") entered into a Letter Agreement with Vector Group Ltd. ("Vector"), to convert $20 million principal amount of the Notes into 938,087 Shares. As an inducement for Barberry to convert Vector agreed to issue to Barberry an additional 261,913 Shares. The foregoing transactions were consummated on June 16, 2006.

F2 · ownership.nature: Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River Limited Partnership ("High River"). 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. All of the voting stock of Unicorn Associates Corporation ("Unicorn") is owned by ACF Holding.

F3 · ownership.nature: Arnos Corp. ("Arnos") is 100 percent owned by Unicorn Associates Corporation ("Unicorn"). Tortoise Corp. ("Tortoise") is 100 percent owned by Arnos. Reindeer Holding LLC ("Reindeer Holding") is 100 percent owned by Tortoise. Reindeer Subsidiary LLC ("Reindeer") is 100 percent owned by Reindeer Holding. 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.

F4 · ownership.nature: Each of Barberry and Hopper, by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 8,290,092 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Tortoise and Reindeer Holding, by virtue of their relationship to Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 670,680 shares which Reindeer owns. Each of Tortoise and Reindeer Holding disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Arnos, Unicorn, ACF Holding, Highcrest, Buffalo and Starfire, by virtue of their relationship to Tortoise and Reindeer, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 370 Shares which Tortoise owns and the 670,680 Shares which Reindeer 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.

F7 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River, Reindeer, Reindeer Holding, Tortoise, 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 1,751,250 Shares which Barberry owns, the 8,290,092 Shares which High River owns, the 670,680 Shares which Reindeer owns, the 370 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
June 08, 2006 Filed Jun 9, 2006 17:04 UTC Amendment IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseShares 75,065 $38.49 $2,889,251.85
Disclosure

SEC source: 0000928475-06-000167 · form4060806_ex.xml · nonDerivative · entry 2

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 8,708,472

F4 · ownership.nature: AREH directly beneficially owns 3,405,623 Shares, Barberry directly beneficially owns 900,800 Shares and High River directly beneficially owns 4,402,049 Shares. Beckton is the sole shareholder of API, which is the general partner of AREH. Barberry is the sole member of Hopper, which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F5 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,405,623 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,402,049 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,405,623 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 4,402,049 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
June 07, 2006 Filed Jun 9, 2006 17:04 UTC Amendment IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseCommon Stock, par value $.001 (the "Shares") 107,428 $38.57 $4,143,497.96
Disclosure

SEC source: 0000928475-06-000167 · form4060806_ex.xml · nonDerivative · entry 1

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

HIGH RIVER LIMITED PARTNERSHIP · CIK 0000928464 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 8,633,407

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 3,330,558 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 4,402,049 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,330,558 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,402,049 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,330,558 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 4,402,049 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
May 05, 2006 Filed May 9, 2006 18:17 UTC IMCLONE SYSTEMS INC IMCL · Entity 13363 PurchaseCommon Stock, par value $.001 (the "Shares") 47,527 $37.27 $1,771,331.29
Disclosure

SEC source: 0000928475-06-000132 · form45906_ex.xml · nonDerivative · entry 1

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

BARBERRY CORP. · CIK 0000860851 · 10% owner

Hopper Investments LLC · CIK 0001322824 · 10% owner

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

BECKTON CORP · CIK 0001080113 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE ALL FOOTNOTES

Disclosed balance after: 8,525,979

F1 · ownership.nature: American Real Estate Holdings Limited Partnership ("AREH") directly beneficially owns 3,223,130 Shares, Barberry Corp. ("Barberry") directly beneficially owns 900,800 Shares and High River Limited Partnership ("High River") directly beneficially owns 4,402,049 Shares. Beckton Corp. ("Beckton") is the sole shareholder of American Property Investors, Inc. ("API"), which is the general partner of AREH. Barberry is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton and Barberry are 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F2 · ownership.nature: Each of Beckton and API by virtue of their relationship to AREH, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,223,130 Shares which AREH owns. Each of Beckton and API disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein. Each of Barberry and Hopper by virtue of their relationship to High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 4,402,049 Shares which High River owns. Each of Barberry and Hopper disclaim beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to API, AREH, Barberry, Beckton, Hopper and High River, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,223,130 Shares which AREH owns, the 900,800 Shares which Barberry owns, and the 4,402,049 Shares which High River owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,000 Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

Read SEC document
March 21, 2006 Filed Apr 20, 2006 12:40 UTC VECTOR GROUP LTD VGR · Entity 12970 Other6.25% Convertible Subordinated Notes due 2008 ("Notes") · Derivative 0 $20,000,000.00 Strike: $21.32 $0.00
Disclosure

SEC source: 0000928475-06-000117 · frm4march06_ex.xml · derivative · entry 1

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

BARBERRY CORP. · CIK 0000860851 · 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 · 938,086 shares

Expires 2008-07-15

F1 · shares: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.32 per Share due to an an adjustment of the conversion price of the Notes resulting from a cash dividend payable on March 29, 2006. Assuming conversion of the Notes, Barberry may be deemed to directly beneficially own the underlying 938,086 Shares.

F2 · shares: Barberry is 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.

F3 · shares: Mr. Icahn by virtue of his relationship to Barberry may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the underlying 938,086 Shares (assuming conversion of the Notes) which Barberry owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F1 · derivative.underlying_shares: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.32 per Share due to an an adjustment of the conversion price of the Notes resulting from a cash dividend payable on March 29, 2006. Assuming conversion of the Notes, Barberry may be deemed to directly beneficially own the underlying 938,086 Shares.

F2 · derivative.underlying_shares: Barberry is 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.

F3 · derivative.underlying_shares: Mr. Icahn by virtue of his relationship to Barberry may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the underlying 938,086 Shares (assuming conversion of the Notes) which Barberry owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F1 · ownership.nature: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $21.32 per Share due to an an adjustment of the conversion price of the Notes resulting from a cash dividend payable on March 29, 2006. Assuming conversion of the Notes, Barberry may be deemed to directly beneficially own the underlying 938,086 Shares.

F2 · ownership.nature: Barberry is 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.

F3 · ownership.nature: Mr. Icahn by virtue of his relationship to Barberry may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the underlying 938,086 Shares (assuming conversion of the Notes) which Barberry owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

Read SEC document
January 24, 2006 Filed Jan 24, 2006 22:20 UTC American Railcar Industries, Inc. ARII · Entity 12066 SaleNEW PREFERRED STOCK 82,055 $1,145.00 $93,952,975.00
Disclosure

SEC source: 0000928475-06-000022 · form4cci_ex.xml · nonDerivative · entry 3

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

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

MODAL LLC · CIK 0001349835 · 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: 0

F7 · ownership.nature: Starfire Holding Corporation owns Icahn Associates Corp. Icahn Associates Corp. owns 72% of the common shares of Vegas Financial Corp. Starfire Holding Corporation owns Buffalo Investor Corp. Buffalo Investor Corp. owns 99.34% of Highcrest Investors Corp. Highcrest Investors Corp. owns 28% of the common shares of Vegas Financial Corp. Starfire Holding Corporation is 100% owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to deter- mine the investment and voting decisions made by all of the foregoing entities.

F8 · ownership.nature: On January 24, 2006, the Registrant redeemed all of its outstanding shares of new preferred shares owned by Vegas Financial Corp. As a result, Vegas Financial Corp. no longer owns any securities of the Registrant.

F9 · ownership.nature: Mr. Icahn, by virtue of his relationship to Vegas Financial Corp., may be deemed to have beneficially owned (as that term is defined in Rule 13d-3 under the Act), the new preferred shares of the Registrant which Vegas Financial Corp. redeemed, but he disclaims beneficial ownership of such new preferred shares for all other purposes.

Read SEC document
January 24, 2006 Filed Jan 24, 2006 22:20 UTC American Railcar Industries, Inc. ARII · Entity 12066 PurchaseCOMMON STOCK 23,800 $21.00 $499,800.00
Disclosure

SEC source: 0000928475-06-000022 · form4cci_ex.xml · nonDerivative · entry 2

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

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

MODAL LLC · CIK 0001349835 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 11,170,859

F1 · ownership.nature: Carl C. Icahn is the sole member and 100% owner of Modal LLC. On January 20, 2006, The Foundation for a Greater Opportunity sold all of its common stock shares of American Railcar Industries, Inc. (the "Registrant") to Modal LLC. The aggregate purchase price for such shares was $100,000,000. Modal LLC paid the purchase price with $10,000,000 in cash and the balance in a five-year interest-only secured promissory note. As a result of this transaction, Modal LLC owns 20.2% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by Modal LLC.

F2 · ownership.nature: Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Gail Golden is Carl C. Icahn's spouse. Hopper Investments LLC owns 8.6% of the common shares of the Registrant. Gail Golden owns 0.1% of the common shares of the Registrant. Carl C. Icahn owns 23.8% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities other than Gail Golden.

F3 · ownership.nature: Hopper Investments LLC beneficially owns 1,818,976 common shares of the Registrant. Modal LLC beneficially owns 4,290,918 shares of the Registrant. Gail Golden beneficially owns 23,800 common shares of the Registrant. Carl C. Icahn beneficially owns 11,170,859 common shares of the Registrant.

F4 · ownership.nature: Barberry Corp. and Mr. Icahn, by virtue of their relationships to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaims beneficial ownership of such shares for all other purposes.

F5 · ownership.nature: Mr. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes.

F6 · ownership.nature: Mr. Icahn, by virtue of his relationship to Gail Golden, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Gail Golden owns, but he disclaims beneficial ownership of such shares for all other purposes.

Read SEC document
January 20, 2006 Filed Jan 24, 2006 22:20 UTC American Railcar Industries, Inc. ARII · Entity 12066 PurchaseCOMMON STOCK 4,290,918 $23.31 $100,021,298.58
Disclosure

SEC source: 0000928475-06-000022 · form4cci_ex.xml · nonDerivative · entry 1

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

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

MODAL LLC · CIK 0001349835 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · PLEASE SEE FOOTNOTES

Disclosed balance after: 11,147,059

F1 · ownership.nature: Carl C. Icahn is the sole member and 100% owner of Modal LLC. On January 20, 2006, The Foundation for a Greater Opportunity sold all of its common stock shares of American Railcar Industries, Inc. (the "Registrant") to Modal LLC. The aggregate purchase price for such shares was $100,000,000. Modal LLC paid the purchase price with $10,000,000 in cash and the balance in a five-year interest-only secured promissory note. As a result of this transaction, Modal LLC owns 20.2% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by Modal LLC.

F2 · ownership.nature: Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Gail Golden is Carl C. Icahn's spouse. Hopper Investments LLC owns 8.6% of the common shares of the Registrant. Gail Golden owns 0.1% of the common shares of the Registrant. Carl C. Icahn owns 23.8% of the common shares of the Registrant. Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities other than Gail Golden.

F3 · ownership.nature: Hopper Investments LLC beneficially owns 1,818,976 common shares of the Registrant. Modal LLC beneficially owns 4,290,918 shares of the Registrant. Gail Golden beneficially owns 23,800 common shares of the Registrant. Carl C. Icahn beneficially owns 11,170,859 common shares of the Registrant.

F4 · ownership.nature: Barberry Corp. and Mr. Icahn, by virtue of their relationships to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaims beneficial ownership of such shares for all other purposes.

F5 · ownership.nature: Mr. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes.

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
November 15, 2005 Filed Nov 16, 2005 23:38 UTC BLOCKBUSTER INC BBI.B · Entity 13183 Purchase7 1/2% Series A Convertible Preferred Stock · Derivative 38,000 $1,000.00 Strike: $5.15 $38,000,000.00
Disclosure

SEC source: 0000928475-05-000226 · blockbusterf4_ex.xml · derivative · entry 3

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

Hopper Investments LLC · CIK 0001322824 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

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

Icahn Partners Master Fund LP · CIK 0001322827 · 10% owner

Icahn Offshore LP · CIK 0001322825 · 10% owner

Icahn Onshore LP · CIK 0001322826 · 10% owner

Icahn Partners L P · CIK 0001313666 · 10% owner

CCI Offshore Corp. · CIK 0001327740 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · Please see explanation below

Disclosed balance after: 38,000

Underlying: Class A Shares · 7,378,641 shares

Expires not disclosed

F1 · derivative.exercise_date: On November 15, 2005, in a private offering, the reporting persons acquired 38,000 shares of 7 1/2% Series A Cumulative Convertible Perpetual Preferred Stock ("Preferred Shares") with a face amount of $1000 per each Preferred Share, which Preferred Shares are immediately convertible into Class A Shares at the conversion price of $5.15 per each share of Class A Common Stock, i.e. one Preferred Share may be converted into approximately 194.1748 shares of Class A Common Stock. Registrants paid $38,000,000 for 38,000 Preferred Shares. High River owns 2,874,548 Class A Shares and 772,320 Class B Shares.

F1 · derivative.expiration_date: On November 15, 2005, in a private offering, the reporting persons acquired 38,000 shares of 7 1/2% Series A Cumulative Convertible Perpetual Preferred Stock ("Preferred Shares") with a face amount of $1000 per each Preferred Share, which Preferred Shares are immediately convertible into Class A Shares at the conversion price of $5.15 per each share of Class A Common Stock, i.e. one Preferred Share may be converted into approximately 194.1748 shares of Class A Common Stock. Registrants paid $38,000,000 for 38,000 Preferred Shares. High River owns 2,874,548 Class A Shares and 772,320 Class B Shares.

Read SEC document
September 29, 2005 Filed Mar 7, 2006 10:58 UTC VECTOR GROUP LTD VGR · Entity 12970 Other6.25% Convertible Subordinated Notes dues 2008 ("Notes") · Derivative 0 $20,000,000.00 Strike: $22.12 $0.00
Disclosure

SEC source: 0000928475-06-000098 · form422806_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

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 · 904,159 shares

Expires 2008-07-15

F1 · shares: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $22.12 per Share due to an anti-dilution event resulting from a stock dividend payable on September 29, 2005 (the "Dividend"). Barberry may be deemed to directly beneficially own 904,159 Shares. Following the Dividend, Barberry Corp. ("Barberry") directly beneficially owns 551,250 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.

F2 · 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. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F3 · 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.

F4 · shares: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,455,409 Shares (assuming conversion of the Notes into 904,159 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, and the 262,500 Shares which Dixon 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: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $22.12 per Share due to an anti-dilution event resulting from a stock dividend payable on September 29, 2005 (the "Dividend"). Barberry may be deemed to directly beneficially own 904,159 Shares. Following the Dividend, Barberry Corp. ("Barberry") directly beneficially owns 551,250 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.

F2 · 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. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F3 · 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.

F4 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,455,409 Shares (assuming conversion of the Notes into 904,159 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, and the 262,500 Shares which Dixon 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 29, 2005 Filed Mar 7, 2006 10:58 UTC VECTOR GROUP LTD VGR · Entity 12970 OtherCommon Stock, $0.10 par value ("Shares") 421,016 $0.00 $0.00
Disclosure

SEC source: 0000928475-06-000098 · form422806_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

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: 8,841,342

F1 · price: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $22.12 per Share due to an anti-dilution event resulting from a stock dividend payable on September 29, 2005 (the "Dividend"). Barberry may be deemed to directly beneficially own 904,159 Shares. Following the Dividend, Barberry Corp. ("Barberry") directly beneficially owns 551,250 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.

F2 · 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. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F3 · 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.

F4 · price: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,455,409 Shares (assuming conversion of the Notes into 904,159 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, and the 262,500 Shares which Dixon 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: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $22.12 per Share due to an anti-dilution event resulting from a stock dividend payable on September 29, 2005 (the "Dividend"). Barberry may be deemed to directly beneficially own 904,159 Shares. Following the Dividend, Barberry Corp. ("Barberry") directly beneficially owns 551,250 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.

F2 · 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. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by all of the foregoing entities.

F3 · 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.

F4 · ownership.nature: Mr. Icahn, by virtue of his relationship to Barberry, Hopper, High River and Dixon, may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the 1,455,409 Shares (assuming conversion of the Notes into 904,159 Shares) which Barberry owns, the 8,027,592 Shares which High River owns, and the 262,500 Shares which Dixon 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 29, 2004 Filed Nov 22, 2004 17:10 UTC VECTOR GROUP LTD VGR · Entity 12970 Other6.25% Convertible Subordinated Notes due 2008 (the "Notes") · Derivative 0 $20,000,000.00 Strike: $25.06 $0.00
Disclosure

SEC source: 0000928475-04-000079 · form4nov22_ex.xml · derivative · entry 2

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

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

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

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Note

Disclosed balance after: Not disclosed

Underlying: Shares · 798,085 shares

Expires 2008-07-15

F1 · shares: Explanation of Responses: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $25.06 per Share due to a stock dividend payable on September 29, 2004 (the "Dividend"). Assuming future conversion of the Notes, Barberry may be deemed to directly beneficially own 798,085 Shares. Following the Dividend, High River Limited Partnership ("High River") directly beneficially owns 7,895,327 Shares and Hopper Investments, LLC ("Hopper") directly beneficially owns 525,000 Shares. As general partner of High River, Hopper may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership. As the managing member of Hopper, Barberry may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership and 525,000 Shares as to which Hopper possesses direct beneficial ownership.

F2 · shares: By virtue of his 100% ownership interest in Barberry, Mr. Icahn may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership, 525,000 Shares as to which Hopper possesses direct beneficial ownership and 798,085 Shares as to which Barberry possesses direct beneficial ownership. Each of Mr. Icahn, Barberry and Hopper disclaim beneficial ownership of the Shares that High River directly beneficially owns for all other purposes. Each of Mr. Icahn and Barberry disclaim beneficial ownership of the Shares that Hopper directly beneficially owns for all other purposes. Mr. Icahn disclaims beneficial ownership of the Shares that Barberry directly beneficially owns. Ms. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,193 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly beneficially owned by Ms. Golden.

F1 · acquired: Explanation of Responses: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $25.06 per Share due to a stock dividend payable on September 29, 2004 (the "Dividend"). Assuming future conversion of the Notes, Barberry may be deemed to directly beneficially own 798,085 Shares. Following the Dividend, High River Limited Partnership ("High River") directly beneficially owns 7,895,327 Shares and Hopper Investments, LLC ("Hopper") directly beneficially owns 525,000 Shares. As general partner of High River, Hopper may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership. As the managing member of Hopper, Barberry may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership and 525,000 Shares as to which Hopper possesses direct beneficial ownership.

F2 · acquired: By virtue of his 100% ownership interest in Barberry, Mr. Icahn may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership, 525,000 Shares as to which Hopper possesses direct beneficial ownership and 798,085 Shares as to which Barberry possesses direct beneficial ownership. Each of Mr. Icahn, Barberry and Hopper disclaim beneficial ownership of the Shares that High River directly beneficially owns for all other purposes. Each of Mr. Icahn and Barberry disclaim beneficial ownership of the Shares that Hopper directly beneficially owns for all other purposes. Mr. Icahn disclaims beneficial ownership of the Shares that Barberry directly beneficially owns. Ms. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,193 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly beneficially owned by Ms. Golden.

F1 · ownership.nature: Explanation of Responses: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $25.06 per Share due to a stock dividend payable on September 29, 2004 (the "Dividend"). Assuming future conversion of the Notes, Barberry may be deemed to directly beneficially own 798,085 Shares. Following the Dividend, High River Limited Partnership ("High River") directly beneficially owns 7,895,327 Shares and Hopper Investments, LLC ("Hopper") directly beneficially owns 525,000 Shares. As general partner of High River, Hopper may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership. As the managing member of Hopper, Barberry may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership and 525,000 Shares as to which Hopper possesses direct beneficial ownership.

F2 · ownership.nature: By virtue of his 100% ownership interest in Barberry, Mr. Icahn may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership, 525,000 Shares as to which Hopper possesses direct beneficial ownership and 798,085 Shares as to which Barberry possesses direct beneficial ownership. Each of Mr. Icahn, Barberry and Hopper disclaim beneficial ownership of the Shares that High River directly beneficially owns for all other purposes. Each of Mr. Icahn and Barberry disclaim beneficial ownership of the Shares that Hopper directly beneficially owns for all other purposes. Mr. Icahn disclaims beneficial ownership of the Shares that Barberry directly beneficially owns. Ms. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,193 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly beneficially owned by Ms. Golden.

Read SEC document
September 29, 2004 Filed Nov 22, 2004 17:10 UTC VECTOR GROUP LTD VGR · Entity 12970 OtherCommon Stock, $0.10 par value ("Shares") 401,689 Not disclosed Not disclosed
Disclosure

SEC source: 0000928475-04-000079 · form4nov22_ex.xml · nonDerivative · entry 1

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

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

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

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See note

Disclosed balance after: 8,420,327

F1 · price: Explanation of Responses: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $25.06 per Share due to a stock dividend payable on September 29, 2004 (the "Dividend"). Assuming future conversion of the Notes, Barberry may be deemed to directly beneficially own 798,085 Shares. Following the Dividend, High River Limited Partnership ("High River") directly beneficially owns 7,895,327 Shares and Hopper Investments, LLC ("Hopper") directly beneficially owns 525,000 Shares. As general partner of High River, Hopper may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership. As the managing member of Hopper, Barberry may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership and 525,000 Shares as to which Hopper possesses direct beneficial ownership.

F2 · price: By virtue of his 100% ownership interest in Barberry, Mr. Icahn may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership, 525,000 Shares as to which Hopper possesses direct beneficial ownership and 798,085 Shares as to which Barberry possesses direct beneficial ownership. Each of Mr. Icahn, Barberry and Hopper disclaim beneficial ownership of the Shares that High River directly beneficially owns for all other purposes. Each of Mr. Icahn and Barberry disclaim beneficial ownership of the Shares that Hopper directly beneficially owns for all other purposes. Mr. Icahn disclaims beneficial ownership of the Shares that Barberry directly beneficially owns. Ms. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,193 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly beneficially owned by Ms. Golden.

F1 · ownership.nature: Explanation of Responses: The conversion price of the Notes held by Barberry Corp. ("Barberry") was adjusted to $25.06 per Share due to a stock dividend payable on September 29, 2004 (the "Dividend"). Assuming future conversion of the Notes, Barberry may be deemed to directly beneficially own 798,085 Shares. Following the Dividend, High River Limited Partnership ("High River") directly beneficially owns 7,895,327 Shares and Hopper Investments, LLC ("Hopper") directly beneficially owns 525,000 Shares. As general partner of High River, Hopper may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership. As the managing member of Hopper, Barberry may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership and 525,000 Shares as to which Hopper possesses direct beneficial ownership.

F2 · ownership.nature: By virtue of his 100% ownership interest in Barberry, Mr. Icahn may be deemed to indirectly beneficially own 7,895,327 Shares as to which High River possesses direct beneficial ownership, 525,000 Shares as to which Hopper possesses direct beneficial ownership and 798,085 Shares as to which Barberry possesses direct beneficial ownership. Each of Mr. Icahn, Barberry and Hopper disclaim beneficial ownership of the Shares that High River directly beneficially owns for all other purposes. Each of Mr. Icahn and Barberry disclaim beneficial ownership of the Shares that Hopper directly beneficially owns for all other purposes. Mr. Icahn disclaims beneficial ownership of the Shares that Barberry directly beneficially owns. Ms. Gail Golden, the spouse of Mr. Icahn, directly beneficially owns 15,193 Shares. Mr. Icahn disclaims beneficial ownership of Shares directly beneficially owned by Ms. Golden.

Read SEC document
July 21, 2003 Filed Jul 30, 2003 21:00 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchasePIK Debt · Derivative Not disclosed $106,493.77 Strike: $11.72 $840,069.00
Disclosure

SEC source: 0001005477-03-002562 · edgar123.xml · derivative · entry 1

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation

Disclosed balance after: Not disclosed

Underlying: Common Stock · 71,678 shares

Expires 2005-03-31

F1 · price: See Explanation of Responses:

Read SEC document
July 11, 2003 Filed Jul 30, 2003 20:59 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchasePIK Debt · Derivative Not disclosed $1,152,272.20 Strike: $11.72 $5,081,285.50
Disclosure

SEC source: 0001005477-03-002559 · edgar123.xml · derivative · entry 8

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · through Cyprus LLC, a wholly-owned affiliate

Disclosed balance after: Not disclosed

Underlying: Common Stock · 433,556 shares

Expires 2005-03-31

F1 · price: See Explanation of Responses.

Read SEC document
July 11, 2003 Filed Jul 30, 2003 20:59 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchasePIK Debt · Derivative Not disclosed $183,032.37 Strike: $11.72 $538,090.31
Disclosure

SEC source: 0001005477-03-002559 · edgar123.xml · derivative · entry 7

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · through Thornwood Associates Limited Partnership, a wholly-owned affiliate

Disclosed balance after: Not disclosed

Underlying: Common Stock · 45,912 shares

Expires 2005-03-31

F1 · price: See Explanation of Responses.

Read SEC document
July 11, 2003 Filed Jul 30, 2003 20:59 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchasePIK Debt · Derivative Not disclosed $183,032.37 Strike: $11.72 $538,090.31
Disclosure

SEC source: 0001005477-03-002559 · edgar123.xml · derivative · entry 6

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · through Chelonian Subsidiary LLC, a wholly-owned affiliate

Disclosed balance after: Not disclosed

Underlying: Common Stock · 45,912 shares

Expires 2005-03-31

F1 · price: See Explanation of Responses.

Read SEC document
July 11, 2003 Filed Jul 30, 2003 20:59 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchasePIK Debt · Derivative Not disclosed $574,573.26 Strike: $11.72 $2,533,750.90
Disclosure

SEC source: 0001005477-03-002559 · edgar123.xml · derivative · entry 5

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · through Unicorn Associates Corporation, a wholly-owned affiliate

Disclosed balance after: 76,474,031

Underlying: Common Stock · 216,190 shares

Expires 2005-03-31

F1 · price: See Explanation of Responses.

Read SEC document
July 11, 2003 Filed Jul 30, 2003 20:59 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchasePIK Debt · Derivative Not disclosed $574,573.26 Strike: $11.72 $2,533,750.90
Disclosure

SEC source: 0001005477-03-002559 · edgar123.xml · derivative · entry 4

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · through Tortoise Corp., a wholly-owned affiliate

Disclosed balance after: Not disclosed

Underlying: Common Stock · 216,190 shares

Expires 2005-03-31

F1 · price: See Explanation of Responses.

Read SEC document
July 11, 2003 Filed Jul 30, 2003 20:59 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchasePIK Debt · Derivative Not disclosed $183,032.37 Strike: $11.72 $538,090.31
Disclosure

SEC source: 0001005477-03-002559 · edgar123.xml · derivative · entry 3

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · through Chelonian Corp., a wholly-owned affiliate

Disclosed balance after: Not disclosed

Underlying: Common Stock · 45,912 shares

Expires 2005-03-31

F1 · price: See Explanation of Responses.

Read SEC document
July 11, 2003 Filed Jul 30, 2003 20:59 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchasePIK Debt · Derivative Not disclosed $181,061.44 Strike: $11.72 $532,296.06
Disclosure

SEC source: 0001005477-03-002559 · edgar123.xml · derivative · entry 2

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · through Barberry Corp., a wholly-owned affiliate

Disclosed balance after: Not disclosed

Underlying: Common Stock · 45,417 shares

Expires 2005-03-31

F1 · price: See Explanation of Responses.

Read SEC document
July 11, 2003 Filed Jul 30, 2003 20:59 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchaseCommon Stock, $0.01 par value ("Shares") 86,283 $0.00 $0.00
Disclosure

SEC source: 0001005477-03-002559 · edgar123.xml · nonDerivative · entry 1

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · through Barberry Corp., a wholly-owned affiliate

Disclosed balance after: 12,739,519

F1 · price: See Explanation of Responses.

Read SEC document
June 23, 2003 Filed Jul 30, 2003 21:00 UTC PHILIP SERVICES CORP/DE PSCD.PK · Entity 14145 PurchasePIK Debt · Derivative Not disclosed $571,502.08 Strike: $11.72 $2,520,207.00
Disclosure

SEC source: 0001005477-03-002564 · edgar123.xml · derivative · entry 1

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

AMERICAN REAL ESTATE HOLDINGS L P · CIK 0001034563 · 10% owner

AMERICAN REAL ESTATE PARTNERS L P · CIK 0000813762 · 10% owner

BARBERRY CORP /NY/ · CIK 0000860851 · 10% owner

BECKTON CORP · CIK 0001080113 · 10% owner

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

AMERICAN PROPERTY INVESTORS INC · CIK 0001257324 · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: Not disclosed

Underlying: Common Stock · 215,034 shares

Expires 2005-03-31

F1 · price: See Explanation of Responses.

Read SEC document

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