-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJMPpgMarEHTg/wJSmeiVM+d/zKrfYKyFVNIPMxCry3cg8mccNGlELqoTqGeGfL/ ZsSpohpQnI7GDEKE32FMqA== 0001104659-10-033529.txt : 20100611 0001104659-10-033529.hdr.sgml : 20100611 20100611171937 ACCESSION NUMBER: 0001104659-10-033529 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100611 DATE AS OF CHANGE: 20100611 GROUP MEMBERS: BARBERRY CORP. GROUP MEMBERS: BECKTON CORP. GROUP MEMBERS: HIGH RIVER LIMITED PARTNERSHIP GROUP MEMBERS: HOPPER INVESTMENTS LLC GROUP MEMBERS: ICAHN CAPITAL LP GROUP MEMBERS: ICAHN ENTERPRISES G.P. INC. GROUP MEMBERS: ICAHN ENTERPRISES HOLDINGS L.P. GROUP MEMBERS: ICAHN OFFSHORE LP GROUP MEMBERS: ICAHN ONSHORE LP GROUP MEMBERS: ICAHN PARTNERS LP GROUP MEMBERS: ICAHN PARTNERS MASTER FUND II LP GROUP MEMBERS: ICAHN PARTNERS MASTER FUND III LP GROUP MEMBERS: ICAHN PARTNERS MASTER FUND LP GROUP MEMBERS: IPH GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38367 FILM NUMBER: 10893235 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 a10-11905_1sc13da.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Mentor Graphics Corporation

(Name of Issuer)

 

Common Stock, without par value

(Title of Class of Securities)

 

587200106

(CUSIP Number)

 

Marc Weitzen

Icahn Capital LP

767 Fifth Avenue, 47th Floor

New York, New York 10153

(212) 702-4300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 11, 2010

(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. o

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).

 



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
High River Limited Partnership

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
1,703,305

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,703,305

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,703,305

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.59%

 

 

14

Type of Reporting Person
PN

 

2



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Hopper Investments LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
1,703,305

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,703,305

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,703,305

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.59%

 

 

14

Type of Reporting Person
OO

 

3



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Barberry Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
1,703,305

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,703,305

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,703,305

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
1.59%

 

 

14

Type of Reporting Person
CO

 

4



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Icahn Partners Master Fund LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
2,924,044

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,924,044

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,924,044

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.74%

 

 

14

Type of Reporting Person
PN

 

5



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Icahn Partners Master Fund II LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
1,023,567

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,023,567

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,023,567

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.96%

 

 

14

Type of Reporting Person
PN

 

6



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Icahn Partners Master Fund III LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
386,535

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
386,535

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
386,535

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
0.36%

 

 

14

Type of Reporting Person
PN

 

7



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Icahn Offshore LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
4,334,146

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
4,334,146

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
4,334,146

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
4.06%

 

 

14

Type of Reporting Person
PN

 

8



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Icahn Partners LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
2,479,075

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
2,479,075

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,479,075

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.32%

 

 

14

Type of Reporting Person
PN

 

9



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Icahn Onshore LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
2,479,075

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
2,479,075

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
2,479,075

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    o

 

 

13

Percent of Class Represented by Amount in Row (11)
2.32%

 

 

14

Type of Reporting Person
PN

 

10



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Icahn Capital LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
6,813,221

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,813,221

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,813,221

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.38%

 

 

14

Type of Reporting Person
PN

 

11



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
IPH GP LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
6,813,221

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,813,221

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,813,221

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.38%

 

 

14

Type of Reporting Person
OO

 

12



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Icahn Enterprises Holdings L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
6,813,221

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,813,221

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,813,221

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.38%

 

 

14

Type of Reporting Person
PN

 

13



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Icahn Enterprises G.P. Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
6,813,221

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,813,221

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,813,221

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.38%

 

 

14

Type of Reporting Person
CO

 

14



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1.

Name of Reporting Person
Beckton Corp.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds
WC

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
6,813,221

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,813,221

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,813,221

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
6.38%

 

 

14

Type of Reporting Person
CO

 

15



 

SCHEDULE 13D

 

CUSIP No.   587200106

 

 

1

Name of Reporting Person
Carl C. Icahn

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

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
8,516,526

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
8,516,526

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
8,516,526

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares   o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.97%

 

 

14

Type of Reporting Person
IN

 

16



 

SCHEDULE 13D

 

Item 1.

Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on May 27, 2010 (the “Initial 13D”), by the Reporting Persons with respect to the shares of Common Stock, without par value (the “Shares”), issued by Mentor Graphics Corporation (the “Issuer”), is hereby amended 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 Initial 13D.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Initial 13D is hereby amended and restated in its entirety as follows:

 

The Reporting Persons hold, in the aggregate, 8,516,526 Shares (including Shares underlying call options. See Item 5). The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was $71,802,760 (including commissions and premiums for the options to purchase Shares). The source of funding for the purchase of these Shares was the general working capital of the respective purchasers. The Shares are held by the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares purchased by the Reporting Persons was obtained through margin borrowing. As of the close of business on June 10, 2010, the indebtedness of (i) High River’s margin account was approximately $467,252,909, (ii) Icahn Partners’ margin account was approximately $241,234,124, (iii) Icahn Master’s margin account was approximately $315,510,641, (iv) Icahn Master II’s margin account was approximately $97,011,770, and (v) Icahn Master III’s margin account was approximately $43,963,240.

 

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Initial 13D is hereby amended and restated in its entirety as follows:

 

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 8,516,526 Shares (including Shares underlying call options), representing approximately 7.97% of the Issuer’s outstanding Shares (based upon the 106,827,894 Shares stated to be outstanding as of June 4, 2010 by the Issuer in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on June 8, 2010).

 

(b) High River has sole voting power and sole dispositive power with regard to 1,703,305  Shares (including Shares underlying call options). Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 2,924,044 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 1,023,567 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 386,535 Shares (including Shares underlying call options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 2,479,075 Shares (including Shares underlying call options). Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.

 

17



 

Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.

 

(c) The following table sets forth all transactions with respect to Shares effected by any of the Reporting Persons since their last filing on Schedule 13D. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.

 

Name of
Reporting Person

 

Date of
Transaction

 

No. of
Shares
Purchased

 

Purchase Price
Per Share

 

High River

 

06/02/2010

 

40,000

 

8.72

 

High River

 

06/03/2010

 

20,000

 

9.15

 

High River

 

06/04/2010

 

30,000

 

8.87

 

High River

 

06/07/2010

 

23,499

(1)

3.11

(2)

High River

 

06/08/2010

 

30,000

(1)

2.97

(2)

High River

 

06/09/2010

 

18,785

(1)

3.17

(2)

High River

 

06/10/2010

 

40,000

(1)

3.45

(2)

High River

 

06/11/2010

 

37,257

(1)

3.66

(2)

 

 

 

 

 

 

 

 

Icahn Partners

 

06/02/2010

 

57,030

 

8.72

 

Icahn Partners

 

06/03/2010

 

29,108

 

9.15

 

Icahn Partners

 

06/04/2010

 

43,664

 

8.87

 

Icahn Partners

 

06/07/2010

 

34,201

(1)

3.11

(2)

Icahn Partners

 

06/08/2010

 

43,663

(1)

2.97

(2)

Icahn Partners

 

06/09/2010

 

27,340

(1)

3.17

(2)

Icahn Partners

 

06/10/2010

 

58,218

(1)

3.45

(2)

Icahn Partners

 

06/11/2010

 

54,226

(1)

3.66

(2)

 

 

 

 

 

 

 

 

Icahn Master

 

06/02/2010

 

69,305

 

8.72

 

Icahn Master

 

06/03/2010

 

34,335

 

9.15

 

Icahn Master

 

06/04/2010

 

51,500

 

8.87

 

Icahn Master

 

06/07/2010

 

40,340

(1)

3.11

(2)

Icahn Master

 

06/08/2010

 

51,500

(1)

2.97

(2)

Icahn Master

 

06/09/2010

 

32,248

(1)

3.17

(2)

Icahn Master

 

06/10/2010

 

68,668

(1)

3.45

(2)

Icahn Master

 

06/11/2010

 

63,959

(1)

3.66

(2)

 

 

 

 

 

 

 

 

Icahn Master II

 

06/02/2010

 

24,213

 

8.72

 

Icahn Master II

 

06/03/2010

 

12,018

 

9.15

 

Icahn Master II

 

06/04/2010

 

18,029

 

8.87

 

Icahn Master II

 

06/07/2010

 

14,121

(1)

3.11

(2)

Icahn Master II

 

06/08/2010

 

18,029

(1)

2.97

(2)

Icahn Master II

 

06/09/2010

 

11,287

(1)

3.17

(2)

Icahn Master II

 

06/10/2010

 

24,037

(1)

3.45

(2)

Icahn Master II

 

06/11/2010

 

22,389

(1)

3.66

(2)

 

 

 

 

 

 

 

 

Icahn Master III

 

06/02/2010

 

9,452

 

8.72

 

Icahn Master III

 

06/03/2010

 

4,539

 

9.15

 

Icahn Master III

 

06/04/2010

 

6,807

 

8.87

 

Icahn Master III

 

06/07/2010

 

5,333

(1)

3.11

(2)

Icahn Master III

 

06/08/2010

 

6,808

(1)

2.97

(2)

Icahn Master III

 

06/09/2010

 

4,263

(1)

3.17

(2)

Icahn Master III

 

06/10/2010

 

9,077

(1)

3.45

(2)

Icahn Master III

 

06/11/2010

 

8,455

(1)

3.66

(2)

 

18



 


(1) Shares underlying American-style call options purchased by the applicable Reporting Person in the over-the-counter market, which expire on June 7, 2012.

 

(2) This amount represents the cost of an applicable American-style call option to purchase one Share. The per share exercise price of these call options is $5.65. This exercise price will be adjusted to account for any dividends or other distributions declared by the Issuer prior to exercise of the options.

 

Item 6.

Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Item 6 of the Initial 13D is hereby amended to add the following:

 

The Reporting Persons have purchased American-style call options referencing an aggregate of 747,703 Shares, which expire on June 7, 2012. The agreements provide for physical settlement (unless the Reporting Person opts for a cash settlement). These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate. These agreements are further described in Item 5(c).

 

The Reporting Persons have sold European-style put options referencing an aggregate of 747,703 Shares, which expire on June 7, 2012. The agreements provide that they settle in cash. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate.

 

19



 

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: June 11, 2010

 

 

ICAHN PARTNERS MASTER FUND LP

ICAHN PARTNERS MASTER FUND II LP

ICAHN PARTNERS MASTER FUND III LP

ICAHN OFFSHORE LP

ICAHN PARTNERS LP

ICAHN ONSHORE LP

BECKTON CORP.

HOPPER INVESTMENTS LLC

BARBERRY CORP.

HIGH RIVER LIMITED PARTNERSHIP

 

By: Hopper Investments LLC, general partner

 

 

By:

/s/ Edward E. Mattner

 

 

Name: Edward E. Mattner

 

 

Title: Authorized Signatory

 

 

 

ICAHN CAPITAL LP

 

By: IPH GP LLC, its general partner

By: Icahn Enterprises Holdings L.P., its sole member

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

 

IPH GP LLC

 

By: Icahn Enterprises Holdings L.P., its sole member

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

 

ICAHN ENTERPRISES HOLDINGS L.P.

 

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

 

ICAHN ENTERPRISES G.P. INC.

 

By:

/s/ Dominick Ragone

 

 

Name: Dominick Ragone

 

 

Title: Chief Financial Officer

 

 

 

/s/ Carl C. Icahn

 

CARL C. ICAHN

 

 

[Signature Page of Schedule 13D — Mentor Graphics Corporation]

 

20


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