ICAHN ENTERPRISES L.P. — Director's Dealing 2010

Jun 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOTRICITY INC (MOTR)
CIK: 0001336691
Period of Report: 2010-06-17

Reporting Person: ICAHN CARL C (10% Owner)
Reporting Person: ICAHN ENTERPRISES L.P. (10% Owner)
Reporting Person: BARBERRY CORP. (10% Owner)
Reporting Person: BECKTON CORP (10% Owner)
Reporting Person: ICAHN ENTERPRISES G.P. INC. (10% Owner)
Reporting Person: KOALA HOLDING LP (10% Owner)
Reporting Person: KOALA HOLDING GP CORP. (10% Owner)
Reporting Person: HIGH RIVER LIMITED PARTNERSHIP (10% Owner)
Reporting Person: Hopper Investments LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-06-17	Common Stock	P	1000000	$9.3	Acquired	4438553	Indirect

Footnotes

F1: High River Limited Partnership ("High River") is the direct beneficial owner of these securities. These securities were purchased by High River directly from Motricity, Inc. in connection with its initial public offering. Hopper Investments, LLC ("Hopper"), by virtue of owning 100% of the general partnership interests of High River, may be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all purposes. Barberry Corp. ("Barberry"), by virtue of being the sole member of Hopper, may be deemed to beneficially own the securities, as to which Hopper possesses indirect beneficial ownership.

F2: Barberry disclaims beneficial ownership of such securities for all purposes. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities for all other purposes.

F3: Includes 1,000,000 shares of common stock of Motricity, Inc. held by High River as described in footnotes 1 and 2, and 3,438,553 shares of common stock of Motricity, Inc. held by Koala Holding LP ("Koala"). Koala Holding GP Corp. ("Koala GP"), by virtue of owning 100% of the general partnership interests of Koala, may be deemed to beneficially own the securities as to which Koala possesses direct beneficial ownership. Koala GP disclaims beneficial ownership of such securities for all purposes. Barberry, by virtue of owning 100% of the equity interests of Koala GP, may be deemed to beneficially own the securities, as to which Koala GP possesses indirect beneficial ownership.

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