13D Filing: Icahn Capital LP and Xerox Corp (XRX)

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SCHEDULE 13D
CUSIP No. 984121 60 8
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
23,456,087
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
23,456,087
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,778,428*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%*
14 TYPE OF REPORTING PERSON
IN
* Includes 15,322,341 Shares beneficially owned by Darwin Deason and his affiliates (including 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, owned by Mr. Deason and his affiliates). As previously disclosed, the Reporting Persons have agreed to act in concert with Mr. Deason and his affiliates with respect to certain matters, and as a result, the Reporting Persons and Mr. Deason and his affiliates have formed a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”). The group may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) all of the Shares beneficially owned by the Reporting Persons and all of the Shares beneficially owned by Mr. Deason and his affiliates. However, the Reporting Persons expressly disclaim beneficial ownership of the 15,322,341 Shares beneficially owned by Mr. Deason and his affiliates (including the 6,741,572 Shares issuable upon the conversion of 180,000 shares of Xerox Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, owned by Mr. Deason and his affiliates). Mr. Deason and his affiliates expressly retain sole voting and dispositive power over such Shares, and the Reporting Persons have neither sole nor shared voting or dispositive power over such Shares. Mr. Deason and his affiliates have filed a separate Schedule 13D with respect to their interests.

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