OCCIDENTAL PETROLEUM CORP /DE/ — Director's Dealing 2021

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCCIDENTAL PETROLEUM CORP /DE/ (OXY)
CIK: 0000797468
Period of Report: 2021-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-31	Common Stock	S	2600000	$26.88	Disposed	86027271	Indirect
2021-04-01	Common Stock	S	5400000	$27.28	Disposed	80627271	Indirect

Footnotes

F1: On March 31, 2021, Icahn Partners LP ("Icahn Partners") sold 1,517,883 Shares and Icahn Partners Master Fund LP ("Icahn Master") sold 1,082,117 Shares. On April 1, 2021, Icahn Partners LP ("Icahn Partners") sold 3,129,572 Shares and Icahn Partners Master Fund LP ("Icahn Master") sold 2,270,428 Shares. All such sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Carl C. Icahn and certain affiliates on March 12, 2021.

F2: Icahn Partners directly beneficially owns 47,122,300 Shares, and Icahn Master directly beneficially owns 33,504,971 Shares. In addition Icahn Partner beneficially owns, 11,286,856 Warrants to acquire Common Stock and Icahn Master beneficially owns 8,018,057 Warrants to acquire Common Stock.

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.

F5: 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 Shares 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 Shares except to the extent of their pecuniary interest therein.

F6: 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 Shares 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 Shares except to the extent of their pecuniary interest therein.