Page 13 of 14 SEC Filing SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on May 27, 2010 (as previously amended, the “Initial 13D”), by the Reporting Persons with respect to the shares of Common Stock, without par value (the “Shares”), issued by Mentor Graphics Corporation (the “Issuer”), is hereby further amended 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 Initial 13D. Item 5. Interest in Securities of the Issuer Item 5 of the Initial 13D is hereby amended and restated in its entirety as follows: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 6,352,843 Shares, representing approximately 5.41% of the Issuer’s outstanding Shares (based upon the 117,479,862 Shares stated to be outstanding as of December 1, 2015 by the Issuer in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 3, 2015). (b) High River has sole voting power and sole dispositive power with regard to 1,270,567 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 2,110,464 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 2,971,812 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. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (c) The following table sets forth all transactions with respect to Shares effected during the past sixty days by any of the Reporting Persons and not previously reported on Schedule 13D. All such transactions were sales of Shares effected in the open market. Name of Reporting Person Date of Transaction Number of Shares Purchased (Sold) Price Per Share High River Limited Partnership 02/22/2016 (50,868) $18.84 High River Limited Partnership 02/23/2016 (36,464) $18.80 High River Limited Partnership 02/24/2016 (26,236) $18.60 High River Limited Partnership 02/25/2016 (34,992) $18.74 High River Limited Partnership 02/26/2016 (38,899) $18.98 High River Limited Partnership 02/29/2016 (12,542) $19.04 High River Limited Partnership 02/29/2016 (25,397) $19.15 High River Limited Partnership 03/01/2016 (8,603) $19.30 High River Limited Partnership 03/04/2016 (107,460) $20.00 Icahn Partners LP 02/22/2016 (118,722) $18.84 Icahn Partners LP 02/23/2016 (85,103) $18.80 Icahn Partners LP 02/24/2016 (61,233) $18.60 Icahn Partners LP 02/25/2016 (81,669) $18.74 Icahn Partners LP 02/26/2016 (90,786) $18.98 Icahn Partners LP 02/29/2016 (29,272) $19.04 Icahn Partners LP 02/29/2016 (59,275) $19.15 Icahn Partners LP 03/01/2016 (13,142) $19.30 Icahn Partners LP 03/04/2016 (251,346) $20.00 Icahn Partners Master Fund LP 02/22/2016 (84,749) $18.84 Icahn Partners Master Fund LP 02/23/2016 (60,752) $18.80 Icahn Partners Master Fund LP 02/24/2016 (43,710) $18.60 Icahn Partners Master Fund LP 02/25/2016 (58,299) $18.74 Icahn Partners Master Fund LP 02/26/2016 (64,809) $18.98 Icahn Partners Master Fund LP 02/29/2016 (20,895) $19.04 Icahn Partners Master Fund LP 02/29/2016 (42,313) $19.15 Icahn Partners Master Fund LP 03/01/2016 (21,270) $19.30 Icahn Partners Master Fund LP 03/04/2016 (178,495) $20.00
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SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on May 27, 2010 (as previously amended, the “Initial 13D”), by the Reporting Persons with respect to the shares of Common Stock, without par value (the “Shares”), issued by Mentor Graphics Corporation (the “Issuer”), is hereby further amended 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 Initial 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial 13D is hereby amended and restated in its entirety as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 6,352,843 Shares, representing approximately 5.41% of the Issuer’s outstanding Shares (based upon the 117,479,862 Shares stated to be outstanding as of December 1, 2015 by the Issuer in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 3, 2015).
(b) High River has sole voting power and sole dispositive power with regard to 1,270,567 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 2,110,464 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 2,971,812 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.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty days by any of the Reporting Persons and not previously reported on Schedule 13D. All such transactions were sales of Shares effected in the open market.
| Name of Reporting Person | Date of Transaction | Number of Shares Purchased (Sold) | Price Per Share |
| High River Limited Partnership | 02/22/2016 | (50,868) | $18.84 |
| High River Limited Partnership | 02/23/2016 | (36,464) | $18.80 |
| High River Limited Partnership | 02/24/2016 | (26,236) | $18.60 |
| High River Limited Partnership | 02/25/2016 | (34,992) | $18.74 |
| High River Limited Partnership | 02/26/2016 | (38,899) | $18.98 |
| High River Limited Partnership | 02/29/2016 | (12,542) | $19.04 |
| High River Limited Partnership | 02/29/2016 | (25,397) | $19.15 |
| High River Limited Partnership | 03/01/2016 | (8,603) | $19.30 |
| High River Limited Partnership | 03/04/2016 | (107,460) | $20.00 |
| Icahn Partners LP | 02/22/2016 | (118,722) | $18.84 |
| Icahn Partners LP | 02/23/2016 | (85,103) | $18.80 |
| Icahn Partners LP | 02/24/2016 | (61,233) | $18.60 |
| Icahn Partners LP | 02/25/2016 | (81,669) | $18.74 |
| Icahn Partners LP | 02/26/2016 | (90,786) | $18.98 |
| Icahn Partners LP | 02/29/2016 | (29,272) | $19.04 |
| Icahn Partners LP | 02/29/2016 | (59,275) | $19.15 |
| Icahn Partners LP | 03/01/2016 | (13,142) | $19.30 |
| Icahn Partners LP | 03/04/2016 | (251,346) | $20.00 |
| Icahn Partners Master Fund LP | 02/22/2016 | (84,749) | $18.84 |
| Icahn Partners Master Fund LP | 02/23/2016 | (60,752) | $18.80 |
| Icahn Partners Master Fund LP | 02/24/2016 | (43,710) | $18.60 |
| Icahn Partners Master Fund LP | 02/25/2016 | (58,299) | $18.74 |
| Icahn Partners Master Fund LP | 02/26/2016 | (64,809) | $18.98 |
| Icahn Partners Master Fund LP | 02/29/2016 | (20,895) | $19.04 |
| Icahn Partners Master Fund LP | 02/29/2016 | (42,313) | $19.15 |
| Icahn Partners Master Fund LP | 03/01/2016 | (21,270) | $19.30 |
| Icahn Partners Master Fund LP | 03/04/2016 | (178,495) | $20.00 |
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