OCCIDENTAL PETROLEUM CORP /DE/ — Director's Dealing 2020

Sep 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCCIDENTAL PETROLEUM CORP /DE/ (OXY)
CIK: 0000797468
Period of Report: 2020-09-22

Reporting Person: ICAHN CARL C (10% Owner)
Reporting Person: ICAHN PARTNERS LP (10% Owner)
Reporting Person: ICAHN PARTNERS MASTER FUND LP (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-09-22	Warrant	$22	P	99109	Acquired	2027-08-03	Common Stock, $0.20, par value (99109)	Indirect
2020-09-23	Warrant	$22	P	187894	Acquired	2027-08-03	Common Stock, $0.20, par value (187894)	Indirect
2020-09-24	Warrant	$22	P	248551	Acquired	2027-08-03	Common Stock, $0.20, par value (248551)	Indirect

Footnotes

F1: On September 22, 2020, Icahn Partners LP ("Icahn Partners") purchased 57,945 warrants (the "Warrants") to purchase an equivalent number of shares (the "Shares") of common stock, par value $0.20 per share ("Common Stock"), of Occidental Petroleum Corporation (the "Issuer") and Icahn Partners Master Fund LP ("Icahn Master") purchased 41,164 Warrants, each as reported in Table II.

F2: On September 23, 2020, Icahn Partners purchased 109,855 Warrants and Icahn Master purchased 78,039 Warrants, each as reported in Table II. On September 24, 2020, Icahn Partners purchased 145,319 Warrants and Icahn Master purchased 103,232 Warrants, each as reported in Table II.

F3: 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 Icahn Master.

F4: 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 Icahn Partners and Icahn Master. 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 securities 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 securities 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 securities which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.

F6: Of the 17,206,010 Warrants reported in Table II, Icahn Partners directly beneficially owns 10,059,708 such Warrants and Icahn Master directly beneficially owns 7,146,302 such Warrants. Mr. Icahn may also be deemed to indirectly beneficially own the 50,000 Warrants beneficially owned by Gail Golden, his wife, which are not included in the total reported in Table II, Column 9. Mr. Icahn disclaims beneficial ownership of such Warrants for all purposes.