0001539497-23-000999.txt : 20230524 0001539497-23-000999.hdr.sgml : 20230524 20230524181454 ACCESSION NUMBER: 0001539497-23-000999 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230522 FILED AS OF DATE: 20230524 DATE AS OF CHANGE: 20230524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37976 FILM NUMBER: 23955382 BUSINESS ADDRESS: STREET 1: C/O ICAHN ENTERPRISES L.P. STREET 2: 16690 COLLINS AVE., PH-1 CITY: SUNNY ISLES BEACH STATE: FL ZIP: 33160 BUSINESS PHONE: 305-422-4145 MAIL ADDRESS: STREET 1: C/O ICAHN ENTERPRISES L.P. STREET 2: 16690 COLLINS AVE., PH-1 CITY: SUNNY ISLES BEACH STATE: FL ZIP: 33160 FORMER NAME: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS LP CENTRAL INDEX KEY: 0001313666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37976 FILM NUMBER: 23955381 BUSINESS ADDRESS: STREET 1: 16690 COLLINS AVE. STREET 2: PH CITY: SUNNY ISLES STATE: FL ZIP: 33160 BUSINESS PHONE: 305-422-4145 MAIL ADDRESS: STREET 1: 16690 COLLINS AVE. STREET 2: PH CITY: SUNNY ISLES STATE: FL ZIP: 33160 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners L P DATE OF NAME CHANGE: 20050107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN PARTNERS MASTER FUND LP CENTRAL INDEX KEY: 0001322827 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37976 FILM NUMBER: 23955383 BUSINESS ADDRESS: STREET 1: 16690 COLLINS AVE. STREET 2: PH CITY: SUNNY ISLES STATE: FL ZIP: 33160 BUSINESS PHONE: 305-422-4000 MAIL ADDRESS: STREET 1: 16690 COLLINS AVE. STREET 2: PH CITY: SUNNY ISLES STATE: FL ZIP: 33160 FORMER NAME: FORMER CONFORMED NAME: Icahn Partners Master Fund LP DATE OF NAME CHANGE: 20050405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Southwest Gas Holdings, Inc. CENTRAL INDEX KEY: 0001692115 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 813881866 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O SOUTHWEST GAS CORPORATION STREET 2: 8360 S. DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 BUSINESS PHONE: 702-876-7237 MAIL ADDRESS: STREET 1: C/O SOUTHWEST GAS CORPORATION STREET 2: 8360 S. DURANGO DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89113 4 1 ownership.xml X0407 4 2023-05-22 0 0001692115 Southwest Gas Holdings, Inc. SWX 0000921669 ICAHN CARL C C/O ICAHN ENTERPRISES L.P. 16690 COLLINS AVE., PH-1 SUNNY ISLES BEACH FL 33160 0 0 1 0 0001313666 ICAHN PARTNERS LP 16690 COLLINS AVE., PH-1 SUNNY ISLES BEACH FL 33160 0 0 1 0 0001322827 ICAHN PARTNERS MASTER FUND LP 16690 COLLINS AVE., PH-1 SUNNY ISLES BEACH FL 33160 0 0 1 0 0 Common Stock, $1.00 par value per share ("Shares") 2023-05-22 4 P 0 70683 57.91 A 10591283 I Please see footnotes Shares 2023-05-23 4 P 0 3253 57.99 A 10594536 I Please see footnotes Shares 2023-05-24 4 P 0 15681 57.98 A 10610217 I Please see footnotes This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners") and Icahn Partners Master Fund LP ("Icahn Master," and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons"). Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master. Beckton is 100 percent owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended), the Shares of Southwest Gas Holdings, Inc. that Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein, if any. Reflects Shares purchased in open market transactions. After giving effect to the transactions above, Icahn Partners directly beneficially owns 6,182,727 Shares and Icahn Master directly beneficially owns 4,427,490 Shares. CARL C. ICAHN /s/ Carl C. Icahn 2023-05-24 ICAHN PARTNERS LP, /s/ Jesse Lynn, Chief Operating Officer 2023-05-24 ICAHN PARTNERS MASTER FUND LP, /s/ Jesse Lynn, Chief Operating Officer 2023-05-24