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

Aug 6, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OCCIDENTAL PETROLEUM CORP /DE/ (OXY)
CIK: 0000797468
Period of Report: 2020-08-03

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $0.20 par value per share	88627271	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants	$22	2027-08-03	Common Stock, $0.20 par value per share (11078406)		Indirect

Footnotes

F1: Of the 88,627,271 shares (the "Shares") of common stock, par value $0.20 per share ("Common Stock"), of Occidental Petroleum Corporation (the "Issuer") reported in Table I, Icahn Partners LP ("Icahn Partners") directly beneficially owns 51,769,755 of such Shares and Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 36,857,516 of such Shares.

F2: 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.

F3: 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.

F4: 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.

F5: On August 3, 2020, the Issuer made a pro rata distribution of Warrants to purchase an equivalent number of Shares to the holders of outstanding Shares, including the Reporting Persons. Icahn Partners received 6,471,218 such Warrants and Icahn Master received 4,607,188 such Warrants.