SEC Form 4
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
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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*
ICAHN CARL C

(Last) (First) (Middle)
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEP BOYS MANNY MOE & JACK [ PBY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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, $1.00 per value ("Shares") 02/03/2016 P 39,347,282 A $18.5 45,905,365 (1) (4) I please see all footnotes (1) (2) (3)
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*
ICAHN CARL C

(Last) (First) (Middle)
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICAHN ENTERPRISES HOLDINGS L.P.

(Last) (First) (Middle)
445 HAMILTON AVENUE
SUITE 1210

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)
Explanation of Responses:
1. IEP Parts Acquisition LLC ("IEP Parts"), a wholly owned subsidiary of Icahn Enterprises Holdings L.P. ('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 (as defined below), which together with the 6,558,083 Shares that were directly beneficially owned by Icahn Enterprises Holdings and contributed to IEP Parts, represent the total of 45,905,365 Shares.
2. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises G.P."), which is the general partner of Icahn Enterprises Holdings.
3. 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 Icahn Enterprises Holdings. 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 Enterprises Holdings and IEP Parts may own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
4. All of the Shares were cancelled and retired in a merger of IEP Parts with and into PBY, with PBY as the surviving corporation and a wholly-owned subsidiary of Icahn Enterprises Holdings, on February 4, 2016 (the "Merger").
Remarks:
Carl C. Icahn 02/05/2016
Icahn Enterprises Holdings L.P. 02/05/2016
** 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).
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