SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

The Pep Boys—Manny, Moe & Jack

(Name of Issuer)

common stock, par value $1.00 per share

(Title of Class of Securities)

713278 10 9

(CUSIP Number)

Jesse Lynn, Esq.

Icahn Enterprises L.P.

767 Fifth Avenue, 47^th Floor

New York, New York 10153

(212) 702-4300

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

February 3, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 713278 10 9
1	NAME OF REPORTING PERSON             Icahn Enterprises Holdings L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) / /             (b) / /
3	SEC USE ONLY
4	SOURCE OF FUNDS             OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7	SOLE VOTING POWER            0
8	SHARED VOTING POWER             45,905,365 (see Item 4 and Item 5)
9	SOLE DISPOSITIVE POWER             0
10	SHARED DISPOSITIVE POWER             45,905,365 (see Item 4 and Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            45,905,365 (see Item 4 and Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             84.5% (see Item 4 and Item 5)
14	TYPE OF REPORTING PERSON             PN

CUSIP No. 713278 10 9
1	NAME OF REPORTING PERSON             Icahn Enterprises G.P. Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) / /             (b) / /
3	SEC USE ONLY
4	SOURCE OF FUNDS             OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7	SOLE VOTING POWER             0
8	SHARED VOTING POWER              45,905,365 (see Item 4 and Item 5)
9	SOLE DISPOSITIVE POWER             0
10	SHARED DISPOSITIVE POWER             45,905,365 (see Item 4 and Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              45,905,365 (see Item 4 and Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             84.5% (see Item 4 and Item 5)
14	TYPE OF REPORTING PERSON             CO

CUSIP No. 713278 10 9
1	NAME OF REPORTING PERSON             Beckton Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) / /             (b) / /
3	SEC USE ONLY
4	SOURCE OF FUNDS             OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7	SOLE VOTING POWER             0
8	SHARED VOTING POWER               45,905,365 (see Item 4 and Item 5)
9	SOLE DISPOSITIVE POWER             0
10	SHARED DISPOSITIVE POWER            45,905,365 (see Item 4 and Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            45,905,365 (see Item 4 and Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)            84.5% (see Item 4 and Item 5)
14	TYPE OF REPORTING PERSON             CO

CUSIP No. 713278 10 9
1	NAME OF REPORTING PERSON             Carl C. Icahn
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) / /             (b) / /
3	SEC USE ONLY
4	SOURCE OF FUNDS             OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
6	CITIZENSHIP OR PLACE OF ORGANIZATION             United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7	SOLE VOTING POWER             0
8	SHARED VOTING POWER               45,905,365 (see Item 4 and Item 5)
9	SOLE DISPOSITIVE POWER             0
10	SHARED DISPOSITIVE POWER            45,905,365 (see Item 4 and Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            45,905,365 (see Item 4 and Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             84.5% (see Item 4 and Item 5)
14	TYPE OF REPORTING PERSON             IN

SCHEDULE 13D

Item 1. Security and Issuer

This statement constitutes Amendment No. 11 to the Schedule 13D relating to the shares of common stock, par value $1.00 per share ("Shares"), issued by The Pep Boys – Manny, Moe & Jack (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on December 4, 2015, as amended by Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on December 7, 2015, Amendment No. 2 to the Schedule 13D, filed with the Securities and Exchange Commission on December 8, 2015, Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on December 21, 2015, Amendment No. 4 to the Schedule 13D, filed with the Securities and Exchange Commission on December 23, 2015, Amendment No. 5 to the Schedule 13D, filed with the Securities and Exchange Commission on December 23, 2015, Amendment No. 6 to the Schedule 13D, filed with the Securities and Exchange Commission on December 28, 2015, Amendment No. 7 to the Schedule 13D, filed with the Securities and Exchange Commission on December 29, 2015, Amendment No. 8 to the Schedule 13D, filed with the Securities and Exchange Commission on December 30, 2015, Amendment No. 9 to the Schedule 13D, filed with the Securities and Exchange Commission on January 5, 2016 and Amendment No. 10 to the Schedule 13D, filed with the Securities and Exchange Commission on February 3, 2016 (the "Schedule 13D"), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following:

On February 4, 2016, Icahn Enterprises L.P. ("Icahn Enterprises")  issued a press release (the "February 4 Press Release"). A copy of the February 4 Press Release is attached hereto as Exhibit 1 and is incorporated herein by reference.

In addition, on February 4, 2016, all of the outstanding Shares, including the 8,398,324 Shares not owned by the Reporting Persons immediately prior to the Merger (as defined below), were cancelled and retired in connection with consummation of the previously announced merger (the "Merger") of IEP Parts Acquisition LLC ("IEP Parts") with and into the Issuer, with the Issuer as the surviving corporation and a wholly owned subsidiary of Icahn Enterprises Holdings. 

Item 5.                          Interest in Securities of the Issuer

Item 5(c) of the Schedule 13D is hereby amended by the addition of the following:

(c) The following table sets forth all transactions with respect to Shares effected by the Reporting Persons since the Reporting Persons filed Amendment No. 5 to Schedule 13D on December 23, 2015.

Name of Reporting Person	Date of Transaction	Amount of Securities	Price Per Share
Icahn Enterprises Holdings L.P. (through its wholly owned subsidiary IEP Parts	2/03/2016	39,347,282 (1)	18.50

(1) IEP Parts, a wholly owned subsidiary of Icahn Enterprises Holdings, accepted for payment and paid for 39,347,282 Shares validly tendered in a tender offer (including those tendered by notices of guaranteed delivery) related to the Merger. On February 4, 2016 all of the outstanding Shares, including the 8,398,324 Shares not owned by the Reporting Persons immediately prior to the Merger, were cancelled and retired in connection with the Merger.

Item 7.Material to be Filed as Exhibits

1. February 4 Press Release

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 5, 2016

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

By:/s/ SungHwan Cho

Name:SungHwan Cho

Title:Chief Financial Officer

BECKTON CORP.

By:/s/ Edward E. Mattner

Name:Edward E. Mattner

Title:Authorized Signatory

/s/ Carl C. Icahn

CARL C. ICAHN

[Signature Page of Amendment No. 11 to Schedule 13D – The Pep Boys—Manny, Moe & Jack]

EX-1..1

EXHIBIT 1

FOR IMMEDIATE RELEASE

Icahn Enterprises Completes Acquisition of Pep Boys

NEW YORK, NY– February 4, 2016 – Icahn Enterprises L.P. ("Icahn Enterprises"; NASDAQ: IEP) today announced that it has closed its acquisition of The Pep Boys — Manny, Moe & Jack ("Pep Boys"; NYSE: PBY) in an all-cash transaction for $18.50 per share, or approximately $1.03 billion in aggregate equity value. As a result of the completion of the merger, the common stock of Pep Boys will no longer be listed for trading on the New York Stock Exchange or any other exchange.

"We are extremely pleased to add Pep Boys to the Icahn Enterprises family of companies and believe the acquisition presents excellent synergistic opportunities for Auto Plus, our wholly owned automotive aftermarket company," said Carl C. Icahn, Chairman of Icahn Enterprises. "We believe that with our abundant resources and knowledge of the industry we will be able to grow this business and take advantage of consolidation opportunities, thereby benefiting customers, manufacturing partners and employees, as well as our shareholders."

About Pep Boys

 Since 1921, Pep Boys has been the nation's leading automotive aftermarket chain.  With over 7,500 service bays in over 800 locations in 35 states and Puerto Rico, Pep Boys offers name-brand tires; automotive maintenance and repair; parts and expert advice for the Do-It-Yourselfer; commercial auto parts delivery; and fleet maintenance and repair.  Customers can find the nearest location by calling 1-800-PEP BOYS (1-800-737-2697) or by visiting www.pepboys.com.

About Icahn Enterprises L.P.

Icahn Enterprises L.P. (NASDAQ: IEP), a master limited partnership, is a diversified holding company engaged in ten primary business segments: Investment, Automotive, Energy, Metals, Railcar, Gaming, Mining, Food Packaging, Real Estate and Home Fashion.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believe," 'intend," "demonstrate," "expect," "estimate," "anticipate," "should" and "likely" and similar expressions identify forward-looking statements. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on those forward-looking statements, which speak only as of the date the statement was made.  Such forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors which may cause actual events to be materially different from those expressed or implied by such forward-looking statements. Other factors may cause Pep Boys' actual results to differ materially from those expressed or implied in the forward-looking statements and such factors are discussed in Pep Boys' filings with the U.S. Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K for the fiscal year ended January 31, 2015, and subsequent reports filed by Pep Boys with the SEC. Copies of Pep Boys' filings with the SEC may be obtained at the "Investors" section of Pep Boys' website at www.pepboys.com or on the SEC's website at www.sec.gov. In addition, other factors may cause Icahn Enterprises' actual results to differ materially from those expressed or implied in the forward-looking statements and such factors are discussed in Icahn Enterprises' filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and subsequent reports filed by Icahn Enterprises with the SEC. Copies of Icahn Enterprises' filings with the SEC may be obtained on the SEC's website at www.sec.gov.

The forward-looking statements included in this announcement are made as of the date hereof. Icahn Enterprises is not under any obligation to (and expressly disclaims any such obligation to) update any of the information in this press release if any forward-looking statement later turns out to be inaccurate whether as a result of new information, future events or otherwise, except as otherwise may be required by the federal securities laws.