Mentor Graphics Corp (MENT): Carl Icahn Sells Another 1.7 Million Shares

Page 5 of 14 SEC Filing

SCHEDULE 13D

CUSIP No. 587200106

1.            NAME OF REPORTING PERSON

Icahn Partners LP

2            CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

3            SEC USE ONLY

4            SOURCE OF FUNDS

WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ /

6            CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7            SOLE VOTING POWER

2,971,812

8            SHARED VOTING POWER

0

9            SOLE DISPOSITIVE POWER

2,971,812

10            SHARED DISPOSITIVE POWER

0

11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,971,812

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /

13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                          2.53%

14            TYPE OF REPORTING PERSON

PN

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