0001539497-23-001646.txt : 20230925 0001539497-23-001646.hdr.sgml : 20230925 20230925172953 ACCESSION NUMBER: 0001539497-23-001646 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230921 FILED AS OF DATE: 20230925 DATE AS OF CHANGE: 20230925 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: 231276666 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: 231276665 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: 231276664 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 X0508 4 2023-09-21 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 2023-09-21 4 P 0 27466 62.00 A 10999878 I Please see footnotes Common Stock, $1.00 par value 2023-09-22 4 P 0 16190 61.94 A 11016068 I Please see footnotes Common Stock, $1.00 par value 2023-09-25 4 P 0 600 62.00 A 11016668 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") with respect to the Common Stock, $1.00 par value (the "Shares"), of Southwest Gas Holdings, Inc. 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 wholly 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 the Reporting Persons' interest in the securities reported herein is limited to the extent of his or its pecuniary interest in such securities, if any, and neither the filing of this Form 4 nor any of its contents will be deemed to constitute an admission by any of the foregoing, or any other person or entity, that he or it was or is the beneficial owner of any of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose. The purchase transactions reported herein were effected in multiple transactions each day at prices ranging from $61.96 to $62.00 on September 21, 2023, and $61.64 to $62.00 on September 22, 2023. The prices reported above reflect the weighted average purchase prices on each such day for the transactions reported herein. The Reporting Persons hereby undertake to provide upon request to the Staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer full information regarding the number of shares and the prices at which these reported transactions were effected each day. Reflects Shares purchased in open market transactions. After giving effect to the transactions above, Icahn Partners directly beneficially owns 6,420,124 Shares and Icahn Master directly beneficially owns 4,596,544 Shares. CARL C. ICAHN /s/ Carl C. Icahn 2023-09-25 ICAHN PARTNERS LP, /s/ Jesse Lynn, Chief Operating Officer 2023-09-25 ICAHN PARTNERS MASTER FUND LP, /s/ Jesse Lynn, Chief Operating Officer 2023-09-25