| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
XO HOLDINGS INC [ XOHO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| 9.5% Class C Perpetual Preferred Stock | 09/30/2008 | J | 0(1)(2)(3)(4)(13) | A | (1)(2)(3)(4)(13) | 225,000 | I | see footnotes(1)(2)(3)(4)(13) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| 6% Class A Convertible Preferred Stock | $4.62(5)(6)(7)(13) | 09/30/2008 | J | 0(5)(6)(7)(13) | 08/06/2004 | 01/15/2010 | Common Stock | 35,998,761 | $0(5)(6)(7)(13) | 2,596,549 | I | please see footnotes(5)(6)(7)(13) | |||
| 7% Class B Convertible Preferred Stock | $1.5(8)(9)(10)(11)(12)(13) | 09/30/2008 | J | 0(8)(9)(10)(11)(12)(13) | (8)(9)(10)(11)(12)(13) | (8)(9)(10)(11)(12)(13) | Common Stock | 374,892,224 | $0(8)(9)(10)(11)(12)(13) | 555,000 | I | see footnotes(8)(9)(10)(11)(12)(13) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. As of September 30, 2008, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 1.79% over July 25, 2008, which represents the pro rated portion of the 2.375% increase per quarter for the period between July 25, 2008, the date of issuance of the Class C Preferred Stock, and September 30, 2008. |
| 2. The Class C Preferred Stock is not convertible into shares of XO's Common Stock but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of September 20, 2008, ACF Industries Holding Corp. ("ACF") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF to 152,691,667 votes with the XO Common Stock. |
| 3. Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. |
| 4. Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. |
| 5. As of September 20, 2008, the liquidation preference of the XO 6% Class A Convertible Preferred Stock ("Class A Preferred Stock") increased by 1.5% over June 30, 2008. As of September 30, 2008, Cardiff Holding LLC ("Cardiff") is the beneficial owner of 2,596,549 shares of Class A Preferred Stock which are convertible unto 35,998,761 shares of Common Stock. |
| 6. ACF may, by virtue of its ownership of approximately 98% of the interest in Cardiff Holding LLC, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership. ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. |
| 7. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. |
| 8. As of September 30, 2008, the liquidation preference of the Class B Preferred Stock increased by 1.32% over July 25, 2008, which represents the pro rated portion of the 1.75% increase per quarter for the period between July 25, 208, and September 30, 2008. As of September 30, 2008, Arnos Corp. ("Arnos"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 40,496, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 374,892,224 shares of Common Stock. |
| 9. Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership. |
| 10. Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership. |
| 11. ACF disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF, be deemed to beneficially own the securities as to which ACF possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. |
| 12. Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. |
| 13. Please reference the Form 4 filing dated October 1, 2008, filed separately by Mr. Icahn and Unicorn. |
| CARL C. ICAHN | 10/01/2008 | |
| ACF INDUSTRIES HOLDING CORP. | 10/01/2008 | |
| HIGHCREST INVESTORS CORP. | 10/01/2008 | |
| BUFFALO INVESTORS CORP. | 10/01/2008 | |
| STARFIRE HOLDING CORPORATION | 10/01/2008 | |
| ARNOS CORP. | 10/01/2008 | |
| BARBERRY CORP. | 10/01/2008 | |
| HOPPER INVESTMENTS LLC | 10/01/2008 | |
| HIGH RIVER LIMITED PARTNERSHIP | 10/01/2008 | |
| ** 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. | ||