X0306 4 2012-10-11 0 0001336691 MOTRICITY INC MOTR 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 0 0 1 0 13% Redeemable Series J Non-Convertible Preferred Stock 2012-10-11 4 J 0 1146131 A 1146131 I please see footnotes Common stock warrants ("right to buy") 0.65 2012-10-11 4 J 0 9696030 A 2012-10-11 2017-10-11 Common stock 9696030 9696030 I please see footntoes On October 11, 2012, entities affiliated with Mr. Carl Icahn were issued an aggregate of 44,098,926 units (the "Units") by Motricity, Inc. ("Motricity"), by exercising subscription rights to purchase Units which subscription rights were distributed by Motricity in a rights offering to all of Motricity's shareholders on July 23, 2012 (the "Rights Offering"). Each Unit consists of 0.02599 shares of Motricity's 13% Redeemable Series J Non-Convertible Preferred Stock (the "Series J Preferred Stock") and 0.21987 warrants, each warrant entitling the holder to purchase one share of Motricity's common stock at an exercise price $0.65 per share. The exercise price per Unit was $0.65. Therefore, in the Rights Offering, affiliates of Mr. Icahn paid an aggregate cash exercise price of $28,664,301.90 to Motricity and received an aggregate of 1,146,131 shares of Series J Preferred Stock and warrants to purchase an aggregate of 9,696,030 shares of Motricity common stock. High River Limited Partnership ("High River") is the direct beneficial owner of 168,995 of these shares of Series J Preferred Stock. Koala Holding LP ("Koala")is the direct beneficial owner of 977,136 of these shares of Series J Preferred Stock. Hopper Investments, LLC ("Hopper"), by virtue of owning 100% of the general partnership interests of High River, may be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Barberry Corp. ("Barberry"), by virtue of being the sole member of Hopper, may be deemed to beneficially own the securities, as to which Hopper possesses indirect beneficial ownership. Barberry disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Koala Holding GP Corp. ("Koala GP"), by virtue of owning 100% of the general partnership interests of Koala, may be deemed to beneficially own the securities as to which Koala possesses direct beneficial ownership. Koala GP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Barberry, by virtue of owning 100% of the equity interests of Koala GP, may be deemed to beneficially own the securities, as to which Koala GP possesses indirect beneficial ownership. Barberry disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Mr. Carl C. Icahn, by virtue of owning 100% of the equity interests of Barberry, may be deemed to beneficially own the securities, as to which Barberry possesses indirect beneficial ownership. Mr. Carl C. Icahn disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Of these warrants, High River is the direct beneficial owner of 1,429,663 warrants and Koala is the direct beneficial owner of 8,266,367 warrants. CARL C. ICAHN 2012-10-15