13D Filing: Icahn Capital LP and Freeport-Mcmoran Inc (FCX)

SCHEDULE 13D

Item 1. Security and Issuer

This statement constitutes Amendment No. 6 to the Schedule 13D relating to the shares of common stock, par value $0.10 per share (“Shares”), issued by Freeport-McMoRan Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on August 27, 2015, as amended by Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on September 18, 2015, Amendment No. 2 to the Schedule 13D, filed with the Securities and Exchange Commission on September 23, 2015, Amendment No. 3 to the Schedule 13D, filed with the Securities and Exchange Commission on October 7, 2015, Amendment No. 4 to the Schedule 13D, filed with the Securities and Exchange Commission on September 13, 2016, and Amendment No. 5 to the Schedule 13D, filed with the Securities and Exchange Commission on November 23, 2016 (collectively, the “Schedule 13D”), 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 Schedule 13D.

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 91,587,940 Shares, representing approximately 6.33% of the Issuer’s outstanding Shares (based upon the 1,446,812,870 Shares stated to be outstanding as of April 28, 2017 by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

(b) High River has sole voting power and sole dispositive power with regard to 18,317,588 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 29,799,586 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 43,470,766 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 Schedule 13D is herby amended by the addition of the following:

(c) The following table sets forth all transactions with respect to Shares effected by the Reporting Persons within the last 60 days. All such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.