ICAHN ENTERPRISES L.P. — Director's Dealing 2017

Mar 1, 2017

SEC Form 4/A — Form 4/A

Issuer: ICAHN ENTERPRISES L.P. (IEP)
CIK: 0000813762
Period of Report: 2017-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-22	Depositary Units	X	10525105	$53.71	Acquired	140524155	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-22	Subscription Rights (right to buy)	$53.71	X	2549189	Disposed	2017-02-22	Depositary Units (2549189)	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: This Form 4/A amends the reporting person's Form 4 filed on February 22, 2017. The purpose of this amendment is to report the number of depositary units purchased by the reporting person pursuant to the exercise of oversubscription rights in the rights offering conducted by the Issuer, which expired on February 22, 2017. On March 1, 2017, the reporting person was informed of the number of depositary units allocated to such reporting person pursuant to the exercise of oversubscription rights. The reporting person acquired 2,549,189 depositary units upon exercise of basic subscription rights and 7,975,916 depositary units upon exercise of oversubscription rights.

F4: CCI Onshore LLC ("CCI Onshore") beneficially owns 31,704,855 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.

F5: Gascon Partners ("Gascon") beneficially owns 19,264,759 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.

F6: High Coast beneficially owns 68,599,657 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. Prior to the exercise of the reporting person's subscription rights, High Coast owned 2,549,189 basic subscription rights.

F7: Highcrest beneficially owns 15,723,298 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.

F8: 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.

F9: Mr. Icahn may be deemed to indirectly beneficially own the 12,000 Depository Units owned by Gail Golden, his wife, which are not included in the total reported in column 5. Mr. Icahn disclaims beneficial ownership of such Depositary Units for all purposes.