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 HOLDING LLC
767 FIFTH AVE., 47TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
American Railcar Industries, Inc. [ ARII ]
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)
12/05/2018
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, $0.01 par value per share 12/05/2018 D(1)(2) 11,871,268 D $70(1)(2) 0 I(1)(2) See footnotes(1)(2)
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 HOLDING LLC
767 FIFTH AVE., 47TH FLOOR

(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)
1. Name and Address of Reporting Person*
IEH ARI HOLDINGS LLC

(Last) (First) (Middle)
767 FIFTH AVE., 47TH FLOOR

(Street)
NEW YORK NY 10153

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

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

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BECKTON CORP

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

(Street)
WHITE PLAINS NY 10601

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AMERICAN ENTERTAINMENT PROPERTIES CORP.

(Last) (First) (Middle)
767 FIFTH AVE., 47TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ICAHN BUILDING LLC

(Last) (First) (Middle)
767 FIFTH AVE., 47TH FLOOR

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
Explanation of Responses:
1. On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the Merger. Immediately prior to the consummation of the Merger, IEH ARI Holdings LLC, an entity that is indirectly controlled by Mr. Icahn ("IEH"), was the record holder of 11,871,268 shares of ARI's common stock, $0.01 par value per share (the "Shares"). Pursuant to the terms of the Merger Agreement, all of the outstanding Shares of ARI, including those held by IEH, were converted into the right to receive the merger consideration of $70.00 per Share.
2. Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares.
IEH ARI HOLDINGS LLC By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/06/2018
AMERICAN ENTERTAINMENT PROPERTIES CORP. By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/06/2018
ICAHN BUILDING LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/06/2018
ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/06/2018
ICAHN ENTERPRISES G.P. INC. By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer 12/06/2018
BECKTON CORP. By: /s/ Irene March Name: Irene March Title: Authorized Signatory 12/06/2018
CARL C. ICAHN /s/ Carl C. Icahn 12/06/2018
** Signature of Reporting Person Date
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