Filing Details
- Accession Number:
- 0001539497-22-001445
- Form Type:
- 13D Filing
- Publication Date:
- 2022-08-15 20:00:00
- Filed By:
- Icahn Capital LP
- Company:
- Southwest Gas Holdings Inc. (NYSE:SWX)
- Filing Date:
- 2022-08-16
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Icahn Partners Master Fund | 2,417,506 | 2,417,506 | 2,417,506 | 2,417,506 | 2,417,506 | 3.6% |
| Icahn Offshore | 0 | 2,417,506 | 0 | 2,417,506 | 2,417,506 | 3.6% |
| Icahn Partners | 3,388,482 | 3,388,482 | 3,388,482 | 3,388,482 | 3,388,482 | 5.1% |
| Icahn Onshore | 0 | 3,388,482 | 0 | 3,388,482 | 3,388,482 | 5.1% |
| Icahn Capital | 0 | 5,805,988 | 0 | 5,805,988 | 5,805,988 | 8.7% |
| IPH GP | 0 | 5,805,988 | 0 | 5,805,988 | 5,805,988 | 8.7% |
| Icahn Enterprises Holdings | 0 | 5,805,988 | 0 | 5,805,988 | 5,805,988 | 8.7% |
| Icahn Enterprises G.P. Inc | 0 | 5,805,988 | 0 | 5,805,988 | 5,805,988 | 8.7% |
| Beckton Corp | 0 | 5,805,988 | 0 | 5,805,988 | 5,805,988 | 8.7% |
| IEP Utility Holdings | 0 | 0 | 0 | 0 | 0 | 0% |
| Carl C. Icahn | 0 | 5,805,988 | 0 | 5,805,988 | 5,805,988 | 8.7% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment 1)*
Southwest Gas Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 per share
(Title of Class of Securities)
844895102
(CUSIP Number)
Jesse A. Lynn
Chief Operating Officer
Icahn Capital LP
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
(305) 422-4100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 15, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| Icahn Partners Master Fund LP | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
WC | |
| (5) | CHECK 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
2,417,506 |
| (8) | SHARED VOTING POWER 2,417,506 | |
| (9) | SOLE DISPOSITIVE POWER
2,417,506 | |
| (10) | SHARED DISPOSITIVE POWER 2,417,506 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,417,506 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
| |
| (14) | TYPE OF REPORTING PERSON PN | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| Icahn Offshore LP | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
OO | |
| (5) | CHECK 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
0 |
| (8) | SHARED VOTING POWER 2,417,506 | |
| (9) | SOLE DISPOSITIVE POWER
0 | |
| (10) | SHARED DISPOSITIVE POWER 2,417,506 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,417,506 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
| |
| (14) | TYPE OF REPORTING PERSON PN | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| Icahn Partners LP | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
WC | |
| (5) | CHECK 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
3,388,482 |
| (8) | SHARED VOTING POWER 3,388,482 | |
| (9) | SOLE DISPOSITIVE POWER
3,388,482 | |
| (10) | SHARED DISPOSITIVE POWER 3,388,482 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,388,482 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% | |
| (14) | TYPE OF REPORTING PERSON PN | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| Icahn Onshore LP | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
OO | |
| (5) | CHECK 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
0 |
| (8) | SHARED VOTING POWER 3,388,482 | |
| (9) | SOLE DISPOSITIVE POWER
0 | |
| (10) | SHARED DISPOSITIVE POWER 3,388,482 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,388,482 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
| |
| (14) | TYPE OF REPORTING PERSON PN | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| Icahn Capital LP | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
OO | |
| (5) | CHECK 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
0 |
| (8) | SHARED VOTING POWER 5,805,988 | |
| (9) | SOLE DISPOSITIVE POWER
0 | |
| (10) | SHARED DISPOSITIVE POWER 5,805,988 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,805,988 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
| |
| (14) | TYPE OF REPORTING PERSON PN | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| IPH GP LLC | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
OO | |
| (5) | CHECK 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
0 |
| (8) | SHARED VOTING POWER 5,805,988 | |
| (9) | SOLE DISPOSITIVE POWER
0 | |
| (10) | SHARED DISPOSITIVE POWER 5,805,988 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,805,988 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
| |
| (14) | TYPE OF REPORTING PERSON OO | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| Icahn Enterprises Holdings L.P. | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
OO | |
| (5) | CHECK 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
0 |
| (8) | SHARED VOTING POWER 5,805,988 | |
| (9) | SOLE DISPOSITIVE POWER
0 | |
| (10) | SHARED DISPOSITIVE POWER 5,805,988 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,805,988 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
| |
| (14) | TYPE OF REPORTING PERSON PN | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| Icahn Enterprises G.P. Inc. | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
OO | |
| (5) | CHECK 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
0 |
| (8) | SHARED VOTING POWER 5,805,988 | |
| (9) | SOLE DISPOSITIVE POWER
0 | |
| (10) | SHARED DISPOSITIVE POWER 5,805,988 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,805,988 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
| |
| (14) | TYPE OF REPORTING PERSON CO | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| Beckton Corp. | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
OO | |
| (5) | CHECK 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
0 |
| (8) | SHARED VOTING POWER 5,805,988 | |
| (9) | SOLE DISPOSITIVE POWER
0 | |
| (10) | SHARED DISPOSITIVE POWER 5,805,988 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,805,988 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
| |
| (14) | TYPE OF REPORTING PERSON CO | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| IEP Utility Holdings LLC | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
WC | |
| (5) | CHECK 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
0 |
| (8) | SHARED VOTING POWER 0 | |
| (9) | SOLE DISPOSITIVE POWER
0 | |
| (10) | SHARED DISPOSITIVE POWER 0 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| |
| (14) | TYPE OF REPORTING PERSON OO | |
SCHEDULE 13D
| CUSIP No. 844895102 | ||
| (1) | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) | ||
| Carl C. Icahn | ||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐ (b) ☐ | |
| (3) | SEC USE ONLY
| |
| (4) | SOURCE OF FUNDS
OO | |
| (5) | CHECK 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 5,805,988 | |
| (9) | SOLE DISPOSITIVE POWER
0 | |
| (10) | SHARED DISPOSITIVE POWER 5,805,988 | |
| (11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,805,988 | |
| (12) | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |
| (13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%
| |
| (14) | TYPE OF REPORTING PERSON IN | |
| Item 1. | Security and Issuer. |
This statement constitutes Amendment No. 1 to the Schedule 13D (as amended, the “Schedule 13D”) relating to the shares of the common stock, par value $1.00 per share (the “Common Stock”), of Southwest Gas Holdings, Inc., a Delaware corporation (the “Issuer”), including the associated rights issued pursuant to the Rights Agreement, dated October 10, 2021 (as it may be amended from time to time, the “Rights Agreement”), between the Issuer and Equiniti Trust Company, as rights agent, that are issued and outstanding (the “Rights” and, together with the Common Stock, the “Shares”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2022. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
| Item 4. | Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
Following the closing of the Tender Offer on May 23, 2022, the Reporting Persons acquired an aggregate of 5,297 Shares at the Offer Price, which Shares were tendered (i) by notice of guaranteed delivery in the Tender Offer but not received by the depositary following the expiration of the guaranteed delivery period for the Tender Offer or (ii) with documentation that did not match the transfer agent’s records.
On August 3, 2022, the Issuer, the Reporting Persons and Mr. Andrew J. Teno entered into a letter agreement (the “Letter Agreement”), a copy of which is attached hereto as Exhibit 3 and is incorporated hereby in reference, amending certain provisions of the Cooperation Agreement. The Letter Agreement amends the Cooperation Agreement to: (i) extend the date by which the Reporting Persons have to name a replacement director for Jose A. Cárdenas to August 12, 2022, and (ii) allow the Reporting Persons to appoint a director other than H. Russell Frisby.
On August 9, 2022, in connection with the terms of the Cooperation Agreement, the Issuer’s board of directors appointed Ms. Ruby Sharma to the board of directors to replace Mr. Cárdenas.
Between August 3, 2022 and August 15, 2022, Icahn Partners and Icahn Master purchased an aggregate of 710,988 Shares, the details of which are set forth below, in open market transactions pursuant to a Rule 10b5-1 Purchase Plan (the “Rule 10b5-1 Plan”) entered into by Icahn Partners and Icahn Master with a third party. Pursuant to the Rule 10b5-1 Plan, each of Icahn Partners and Icahn Master has directed such third party to purchase Shares subject to the terms and conditions of the plan. The amount and timing of any such purchases of Shares may vary and will be determined based on market conditions, price and other factors. The following transactions were effected through open market purchases of Shares pursuant to the 10b5-1 Plan:
| Reporting Entity | Date | Number of Shares Purchased | Price Per Share |
| Icahn Partners | 8/3/22 | 35,270 | $76.29 |
| Icahn Partners | 8/4/22 | 40,228 | $76.40 |
| Icahn Partners | 8/5/22 | 40,229 | $75.92 |
| Icahn Partners | 8/8/22 | 51,161 | $77.34 |
| Icahn Partners | 8/9/22 | 41,216 | $78.12 |
| Icahn Partners | 8/10/22 | 54,469 | $76.10 |
| Icahn Partners | 8/11/22 | 54,469 | $76.16 |
| Icahn Partners | 8/12/22 | 54,471 | $76.64 |
| Icahn Partners | 8/15/22 | 38,209 | $78.09 |
| Icahn Master | 8/3/22 | 33,630 | $76.29 |
| Icahn Master | 8/4/22 | 28,672 | $76.40 |
| Icahn Master | 8/5/22 | 28,671 | $75.92 |
| Icahn Master | 8/8/22 | 36,463 | $77.34 |
| Icahn Master | 8/9/22 | 30,100 | $78.12 |
| Icahn Master | 8/10/22 | 38,831 | $76.10 |
| Icahn Master | 8/11/22 | 38,831 | $76.16 |
| Icahn Master | 8/12/22 | 38,829 | $76.64 |
| Icahn Master | 8/15/22 | 27,239 | $78.09 |
| Item 5. | Interest in Securities of the Issuer.
|
Item 5 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
(a) As of August 15, 2022, the Reporting Persons may be deemed to beneficially own, in the aggregate, 5,805,988 Shares, representing approximately 8.7% of the Issuer’s outstanding Shares, based on 67,007,222 Shares outstanding as of July 29, 2022, as disclosed by the Issuer in its Form 10-Q for the quarterly period ended June 30, 2022.
(b) Icahn Master has sole voting and sole dispositive power with respect to 2,417,506 Shares. Each of Icahn Offshore, Icahn Capital, IPH GP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, has shared voting power and shared dispositive power with respect to such Shares. Icahn Partners has sole voting and sole dispositive power with respect to 3,388,482 Shares. Each of Icahn Onshore, Icahn Capital, IPH GP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, has shared voting power and shared dispositive power with respect to such Shares. IEP Utility has sole voting power and sole dispositive power and shared and shared dispositive power with respect to 0 Shares; however, IEP Utility has been included in this Schedule 13D as it is a signatory to the Cooperation Agreement.
(c) Except as described in Item 4 above, the Reporting Persons have not effected any transactions with respect to the Shares within the past 60 days.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer.
|
The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.
| Item 7. | Material to Be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibit:
| 3. | Letter Agreement, by and among Southwest Gas Holdings, Inc., the Reporting Persons and Andrew J. Teno (incorporated by reference to Exhibit 10.1 to Southwest Gas Holdings, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2022). |
*****
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: August 16, 2022
ICAHN PARTNERS LP ICAHN ONSHORE LP ICAHN PARTNERS MASTER FUND LP ICAHN OFFSHORE LP ICAHN CAPITAL LP IPH GP LLC
By: /s/ Jesse Lynn Name: Jesse Lynn Title: Chief Operating Officer
BECKTON CORP.
By: /s/ Jesse Lynn Name: Jesse Lynn Title: Vice President
ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner ICAHN ENTERPRISES G.P. INC.
By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Accounting Officer
IEP UTILITY HOLDINGS LLC
By: /s/ Ted Papapostolou Name: Ted Papapostolou Title: Chief Financial Officer
/s/ Carl C. Icahn CARL C. ICAHN
[Signature Page of Schedule 13D/A No. 1 – SWX] | |