ICAHN ENTERPRISES L.P. — Director's Dealing 2016

Mar 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ICAHN ENTERPRISES L.P. (IEP)
CIK: 0000813762
Period of Report: 2016-02-29

Reporting Person: ICAHN CARL C (10% Owner, CHAIRMAN OF THE BOARD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Depositary Units	J	685367	—	Acquired	117719185	Indirect

Footnotes

F1: Depository Units representing limited partner interests in Icahn Enterprises L.P. (the "Issuer").

F2: Comprised of Depositary Units held indirectly through CCI Onshore LLC, Gascon Partners, High Coast Limited Partnership, Highcrest Investors LLC and Thornwood Associates Limited Partnership.

F3: CCI Onshore LLC ("CCI Onshore") beneficially owns 28,584,399 Depository Units. High Coast Limited Partnership ("High Coast") is the sole member of CCI Onshore. Little Meadow Corp. ("Little Meadow") is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn, Little Meadow and High Coast (by virtue of their relationships to CCI Onshore) may be deemed to indirectly beneficially own the Depository Units which CCI Onshore owns. Each of Mr. Icahn, Little Meadow and High Coast disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.

F4: Gascon Partners ("Gascon") beneficially owns 17,368,681 Depository Units. Little Meadow is the managing general partner of Gascon. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to Gascon) may be deemed to indirectly beneficially own the Depository Units which Gascon owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.

F5: High Coast beneficially owns 52,358,741 Depository Units. Little Meadow is the general partner of High Coast. Carl C. Icahn beneficially owns 100% of Little Meadow. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Little Meadow (by virtue of their relationships to High Coast) may be deemed to indirectly beneficially own the Depository Units which High Coast owns. Each of Mr. Icahn and Little Meadow disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.

F6: Highcrest beneficially owns 14,175,778 Depository Units. Starfire Holding Corporation ("Starfire") beneficially owns 100% of Highcrest. Carl C. Icahn beneficially owns 100% of Starfire. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Starfire (by virtue of their relationships to Highcrest) may be deemed to indirectly beneficially own the Depository Units which Highcrest owns. Each of Mr. Icahn and Starfire disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.

F7: Thornwood Associates Limited Partnership ("Thornwood") beneficially owns 5,231,586 Depository Units. Barberry Corp. ("Barberry") is the general partner of Thornwood. Carl C. Icahn beneficially owns 100% of Barberry. Pursuant to Rule 16a-1(a)(2) under the Exchange Act, each of Mr. Icahn and Barberry (by virtue of their relationships to Thornwood) may be deemed to indirectly beneficially own the Depository Units which Thornwood owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Depository Units except to the extent of their pecuniary interest therein.

F8: As a result of the transactions consummated pursuant to the Contribution Agreement dated as of February 29, 2016 (a copy of which was filed as Exhibit 1 to the Schedule 13D filed by Mr. Icahn's affiliates with the SEC on the date hereof and is incorporated herein by reference), the Issuer issued to IRL Holding LLC an aggregate of 685,367 Depositary Units (which Depositary Units were subsequently transferred to Highcrest) in exchange for the contribution to the Issuer of a membership interest in American Railcar Leasing LLC.