0000928464-13-000272.txt : 20131202 0000928464-13-000272.hdr.sgml : 20131202 20131202082654 ACCESSION NUMBER: 0000928464-13-000272 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131202 DATE AS OF CHANGE: 20131202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TALISMAN ENERGY INC CENTRAL INDEX KEY: 0000201283 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55311 FILM NUMBER: 131250690 BUSINESS ADDRESS: STREET 1: 888 3RD STREET SW, SUITE 2000 CITY: CALGARY STATE: A0 ZIP: T2P 5C5 BUSINESS PHONE: 4032371234 MAIL ADDRESS: STREET 1: 888 3RD STREET SW, SUITE 2000 CITY: CALGARY STATE: A0 ZIP: T2P 5C5 FORMER COMPANY: FORMER CONFORMED NAME: BOW VALLEY ENERGY INC DATE OF NAME CHANGE: 19930525 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 HOLDING LLC 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 HOLDING LLC 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 tlmsch13damd2120213.htm tlmsch13damd2120213.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Talisman Energy Inc.
(Name of Issuer)

Common Shares of no par value
(Title of Class of Securities)

87425E103
(CUSIP Number)

Keith Schaitkin, Esq.
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)

December 1, 2013
(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).

 
 

 


SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
High River Limited Partnership

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

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) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
15,212,016

8           SHARED VOTING POWER
0

9           SOLE DISPOSITIVE POWER
15,212,016

10           SHARED DISPOSITIVE POWER
0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,212,016

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.47%

14           TYPE OF REPORTING PERSON
PN

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
Hopper Investments LLC

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
15,212,016

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
15,212,016

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,212,016

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.47%

14           TYPE OF REPORTING PERSON
OO

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
Barberry 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
15,212,016

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
15,212,016

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,212,016

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.47%

14           TYPE OF REPORTING PERSON
CO


 
 

 
 
SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
Icahn Partners Master Fund LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

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) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
24,729,502

8           SHARED VOTING POWER
0

9           SOLE DISPOSITIVE POWER
24,729,502

10           SHARED DISPOSITIVE POWER
0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,729,502

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.40%

14           TYPE OF REPORTING PERSON
PN

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

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) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
8,823,783

8           SHARED VOTING POWER
0

9           SOLE DISPOSITIVE POWER
8,823,783

10           SHARED DISPOSITIVE POWER
0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,823,783

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.86%

14           TYPE OF REPORTING PERSON
PN


 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

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) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
3,883,838

8           SHARED VOTING POWER
0

9           SOLE DISPOSITIVE POWER
3,883,838

10           SHARED DISPOSITIVE POWER
0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,883,838

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.38%

14           TYPE OF REPORTING PERSON
PN

 
 

 


SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
Icahn Offshore LP

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
37,437,123

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
37,437,123

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,437,123

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.63%

14           TYPE OF REPORTING PERSON
PN

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
Icahn Partners LP

2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /

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) 
/ /

6           CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7           SOLE VOTING POWER
23,410,939

8           SHARED VOTING POWER
0

9           SOLE DISPOSITIVE POWER
23,410,939

10           SHARED DISPOSITIVE POWER
0

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,410,939

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                      2.27%

14           TYPE OF REPORTING PERSON
PN

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
Icahn Onshore LP

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
23,410,939

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
23,410,939

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,410,939

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.27%

14           TYPE OF REPORTING PERSON
PN

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
Icahn Capital LP

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
60,848,062

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
60,848,062

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,848,062

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%

14           TYPE OF REPORTING PERSON
PN


 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


1.           NAME OF REPORTING PERSON
IPH GP LLC

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
60,848,062

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
60,848,062
 
 
11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,848,062

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%

14           TYPE OF REPORTING PERSON
OO

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


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
60,848,062

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
60,848,062

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,848,062

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%

14           TYPE OF REPORTING PERSON
PN

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


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
60,848,062

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
60,848,062

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,848,062

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%

14           TYPE OF REPORTING PERSON
CO

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


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
60,848,062

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
60,848,062

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,848,062

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.90%

14           TYPE OF REPORTING PERSON
CO

 
 

 

SCHEDULE 13D

CUSIP No. 87425E103


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
76,060,078

9           SOLE DISPOSITIVE POWER
0

10           SHARED DISPOSITIVE POWER
76,060,078

11           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,060,078

12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /

13           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%

14           TYPE OF REPORTING PERSON
IN

 
 

 

SCHEDULE 13D

Item 1.  Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on October 7, 2013 (the "Initial 13D"), by the Reporting Persons with respect to the Common Shares of no par value (the "Shares") issued by Talisman Energy Inc. (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 may be deemed to be the beneficial owner of, in the aggregate, 76,060,078 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $894.5 million (including commissions and premiums and exercise price for options to purchase Shares). The source of funding for 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 was obtained through margin borrowing.


Item 4.  Purpose of Transaction

         Item 4 of the Initial 13D is hereby amended to add the following:
 
        On December 1, 2013, the Reporting Persons entered into a Nomination and Standstill Agreement and a Confidentiality Agreement, and on December 2, 2013 issued a joint press release, with the Issuer, copies of which are filed herewith as exhibits and incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer

        Item 5(a) 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, 76,060,078 Shares, representing approximately 7.37% of the Issuer's outstanding Shares (based upon the 1,031,345,340 Shares stated to be outstanding as of November 1, 2013 by the Issuer in the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 6, 2013).

                The first paragraph of Item 5(b) of the Initial 13D is hereby amended and restated in its entirety as follows:

(b) For purposes of this Schedule 13D:

High River has sole voting power and sole dispositive power with regard to 15,212,016 Shares. 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 24,729,502 Shares. 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 8,823,783 Shares. 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 3,883,838 Shares. 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 23,410,939 Shares. 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.

                 Item 5(c) of the Initial 13D is hereby amended to add the following:

(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
Amount of Securities
Price Per Share
 
High River Limited Partnership
11/07/2013
186,871
11.70
High River Limited Partnership
11/14/2013
495,924
12.18
High River Limited Partnership
11/15/2013
178,300
12.24
       
Icahn Partners LP
11/07/2013
260,505
11.70
Icahn Partners LP
11/14/2013
763,214
12.18
Icahn Partners LP
11/15/2013
274,400
12.24
       
Icahn Partners Master Fund LP
11/07/2013
278,797
11.70
Icahn Partners Master Fund LP
11/14/2013
806,202
12.18
Icahn Partners Master Fund LP
11/15/2013
289,854
12.24
       
Icahn Partners Master Fund II LP
11/07/2013
145,434
11.70
Icahn Partners Master Fund II LP
11/14/2013
287,663
12.18
Icahn Partners Master Fund II LP
11/15/2013
103,424
12.24
       
Icahn Partners Master Fund III LP
11/07/2013
62,750
11.70
Icahn Partners Master Fund III LP
11/14/2013
126,616
12.18
Icahn Partners Master Fund III LP
11/15/2013
45,522
12.24



Item 6.  Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

                 Item 6 of the Initial 13D is hereby amended by adding the following:

The disclosure set forth above in Item 4 is incorporated herein by reference.


Item 7.  Material to be Filed as Exhibits 
 
1.  
Nomination and Standstill Agreement between the Reporting Persons and the Issuer (incorporated by reference to Exhibit 99.2 to the Form 6-K filed by the Issuer with the SEC on December 2, 2013).

2.  
Joint Press Release issued by the Reporting Persons and the Issuer (incorporated by reference to Exhibit 99.1 to the Form 6-K filed by the Issuer with the SEC on December 2, 2013).

 
 
 

 

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: December 2, 2013

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: Barberry Corp.

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/ SungHwan Cho                                
Name: SungHwan Cho
Title: Chief Financial Officer



/s/ Carl C. Icahn                                
CARL C. ICAHN

[Signature Page of Amendment No. 2 to Schedule 13D – Talisman Energy Inc.]