ICAHN PARTNERS LP 4

Accession 0001567619-18-007042

CIK 0001677703other

View on SEC.gov Company Profile

Filed

Nov 27, 7:00 PM ET

Accepted

Nov 28, 4:51 PM ET

Size

21.9 KB

Accession

0001567619-18-007042

Insider Transaction Report

Form 4

Period: 2018-11-26

CONDUENT IncCNDT

ICAHN CARL C

10% Owner

Transactions

Other
Forward contract (obligation to purchase)
2018-11-27+1→ 1 total(indirect: please see footnotes)
From: 2018-11-27Exp: 2020-11-09→ Shares (500,000 underlying)
Other
Forward contract (obligation to purchase)
2018-11-26+1→ 1 total(indirect: please see footnotes)
From: 2018-11-26Exp: 2020-11-09→ Common Stock, par value $0.01 per share ("Shares") (92,910 underlying)
Other
Forward contract (obligation to purchase)
2018-11-28+1→ 1 total(indirect: please see footnotes)
From: 2018-11-28Exp: 2020-11-09→ Shares (360,000 underlying)

ICAHN PARTNERS MASTER FUND LP

10% Owner

Transactions

Other
Forward contract (obligation to purchase)
2018-11-27+1→ 1 total(indirect: please see footnotes)
From: 2018-11-27Exp: 2020-11-09→ Shares (500,000 underlying)
Other
Forward contract (obligation to purchase)
2018-11-26+1→ 1 total(indirect: please see footnotes)
From: 2018-11-26Exp: 2020-11-09→ Common Stock, par value $0.01 per share ("Shares") (92,910 underlying)
Other
Forward contract (obligation to purchase)
2018-11-28+1→ 1 total(indirect: please see footnotes)
From: 2018-11-28Exp: 2020-11-09→ Shares (360,000 underlying)

ICAHN PARTNERS LP

10% Owner

Transactions

Other
Forward contract (obligation to purchase)
2018-11-27+1→ 1 total(indirect: please see footnotes)
From: 2018-11-27Exp: 2020-11-09→ Shares (500,000 underlying)
Other
Forward contract (obligation to purchase)
2018-11-26+1→ 1 total(indirect: please see footnotes)
From: 2018-11-26Exp: 2020-11-09→ Common Stock, par value $0.01 per share ("Shares") (92,910 underlying)
Other
Forward contract (obligation to purchase)
2018-11-28+1→ 1 total(indirect: please see footnotes)
From: 2018-11-28Exp: 2020-11-09→ Shares (360,000 underlying)

HIGH RIVER LIMITED PARTNERSHIP

10% Owner

Transactions

Other
Forward contract (obligation to purchase)
2018-11-26+1→ 1 total(indirect: please see footnotes)
From: 2018-11-26Exp: 2020-11-09→ Common Stock, par value $0.01 per share ("Shares") (92,910 underlying)
Other
Forward contract (obligation to purchase)
2018-11-27+1→ 1 total(indirect: please see footnotes)
From: 2018-11-27Exp: 2020-11-09→ Shares (500,000 underlying)
Other
Forward contract (obligation to purchase)
2018-11-28+1→ 1 total(indirect: please see footnotes)
From: 2018-11-28Exp: 2020-11-09→ Shares (360,000 underlying)

Footnotes (8)

[F1]On November 26, 2018, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 18,582 Shares, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 43,500 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 30,828 Shares, in each case at a forward price of $10.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $3.26 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on November 9, 2020.
[F2]On November 27, 2018, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 100,000 Shares, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 234,095 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 165,905 Shares, in each case at a forward price of $10.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $3.21 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on November 9, 2020.
[F3]On November 28, 2018, High River Limited Partnership ("High River") entered into a forward contract providing for the purchase by High River of 72,000 Shares, Icahn Partners LP ("Icahn Partners") entered into a forward contract providing for the purchase by Icahn Partners of 168,550 Shares and Icahn Partners Master Fund LP ("Icahn Master") entered into a forward contract providing for the purchase by Icahn Master of 119,450 Shares, in each case at a forward price of $10.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, each of High River, Icahn Partners and Icahn Master paid the counterparty to the forward contracts $3.19 per Share upon establishing the forward contracts. Subject to the rights of High River, Icahn Partners and Icahn Master to accelerate the settlement dates, the forward contracts will settle on November 9, 2020.
[F4]The forward contracts provide for physical settlement, with High River, Icahn Partners and Icahn Master, respectively, retaining the right to elect cash settlement. None of the forward contracts give High River, Icahn Partners nor Icahn Master, as applicable, direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate.
[F5]Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. 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.
[F6]Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners and Icahn Master. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
[F7]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 the Act) the Shares which 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.
[F8]Each of Icahn Offshore, 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 the Act) 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.

Documents

1 file

4
doc1.xmlPrimary
FORM 4

Issuer

CONDUENT Inc

CIK 0001677703

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001313666

Filing Metadata

Form type: 4
Filed: Nov 27, 7:00 PM ET
Accepted: Nov 28, 4:51 PM ET
Size: 21.9 KB

View on SEC.gov