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

Jun 17, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: ICAHN CARL C (10% Owner)
Reporting Person: KOALA HOLDING LP (10% Owner)
Reporting Person: BARBERRY CORP. (10% Owner)
Reporting Person: ICAHN ENTERPRISES L.P. (10% Owner)
Reporting Person: ICAHN ENTERPRISES G.P. INC. (10% Owner)
Reporting Person: BECKTON CORP (10% Owner)
Reporting Person: KOALA HOLDING GP CORP. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3438553	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series H Preferred Stock	$		Common Stock (2264538)		Indirect
Warrants (right to buy)	$14.54	2014-12-28	Common Stock (687710)		Indirect
Warrants (right to buy)	$35.55	2012-02-23	Common Stock (103126)		Indirect
Warrants (right to buy)	$14.54	2014-12-28	Common Stock (171928)		Indirect
Warrants (right to buy)	$32.25	2014-05-16	Common Stock (128571)		Indirect

Footnotes

F1: Koala Holding LP ("Koala") is the direct beneficial owner of these securities. 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 Corp. ("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. 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.

F2: Mr. Icahn beneficially owns 20,040,161 shares of Series H Preferred Stock. The Series H Preferred Stock is convertible at any time, at the holder's election, and subject to mandatory conversion at the election of Motricity, Inc. under certain circumstances, in each case, at the applicable conversion rate in effect on the date of conversion. The conversion rate as of the date hereof is approximately 0.113 shares of common stock for each share of Series H Preferred Stock being converted. The Series H Preferred Stock has no expiration date.

F3: Icahn Enterprises L.P. ("IELP") is the direct beneficial owner of these securities. Icahn Enterprises G.P. Inc. ("IEGP"), by virtue of owning 100% of the general partnership interests of IELP, may be deemed to beneficially own the securities as to which IELP possesses direct beneficial ownership. IEGP disclaims beneficial ownership of such securities for all other purposes. Beckton Corp. ("Beckton"), by virtue of owning 100% of the equity interests of IEGP, may be deemed to beneficially own the securities as to which IEGP possesses indirect beneficial ownership. Beckton disclaims beneficial ownership of such securities for all other purposes. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Beckton, may be deemed to beneficially own the securities as to which Beckton possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.