FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
American Railcar Industries, Inc./DE [ ARII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
COMMON STOCK | 11/13/2007 | P | 23,616 | A | $15.15 | 11,194,475 | I | please see footnotes(1)(2)(3)(4) | ||
COMMON STOCK | 11/14/2007 | P | 71,000 | A | $15.06 | 11,265,475 | I | please see footnotes(1)(2)(3)(4) | ||
COMMON STOCK | 11/15/2007 | P | 70,000 | A | $14.53 | 11,335,475 | I | please see footnotes(1)(2)(3)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. Carl C. Icahn is the sole member and 100% owner of Modal LLC. Modal LLC beneficially owns 4,290,918 shares of the common stock of American Railcar Industries, Inc. (the "Company"). Barberry Corp. is the sole member of Hopper Investments LLC. Barberry Corp. is 100% owned by Carl C. Icahn. Hopper Investments LLC beneficially owns 1,983,592 shares of the common stock of the Company. Carl C. Icahn directly owns 5,037,165 shares of the common stock of the Company. Gail Golden is Carl C. Icahn's wife. Gail Golden owns 23,800 shares of the common stock of the Company. Carl C. Icahn beneficially owns 11,335,475 shares of the common stock of the Company, including Gail Golden's shares. Carl C. Icahn is in a position directly and indirectly to determine the investment and voting decisions of all of the foregoing entities, except Gail Golden. |
2. Barberry Corp. and Carl C. Icahn, by virtue of their relationship to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaim beneficial ownership of such shares for all other purposes. |
3. Carl C. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Modal LLC owns, but he disclaims beneficial ownership of such shares for all other purposes. |
4. Carl C. Icahn, by virtue of his relationship to Gail Golden, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Gail Golden owns, but he disclaims beneficial ownership of such shares for all other purposes. |
CARL C. ICAHN | 11/15/2007 | |
HOPPER INVESTMENTS LLC | 11/15/2007 | |
BARBERRY CORP. | 11/15/2007 | |
MODAL LLC | 11/15/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |