Filing Details
- Accession Number:
- 0000813762-18-000067
- Form Type:
- 13D Filing
- Publication Date:
- 2018-05-15 17:16:40
- Filed By:
- Icahn Capital LP
- Company:
- Xerox Corp (NYSE:XRX)
- Filing Date:
- 2018-05-15
- SEC Url:
- 13D Filing
Ownership Summary
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 |
|---|---|---|---|---|---|---|
| High River Limited Partnership | 4,691,218 | 0 | 4,691,218 | 0 | 4,691,218 | 1.84% |
| Hopper Investments | 0 | 4,691,218 | 0 | 4,691,218 | 4,691,218 | 1.84% |
| Barberry Corp | 0 | 4,691,218 | 0 | 4,691,218 | 4,691,218 | 1.84% |
| Icahn Partners Master Fund | 7,634,314 | 0 | 7,634,314 | 0 | 7,634,314 | 3.0% |
| Icahn Offshore | 0 | 7,634,314 | 0 | 7,634,314 | 7,634,314 | 3.0% |
| Icahn Partners | 11,130,555 | 0 | 11,130,555 | 0 | 11,130,555 | 4.37% |
| Icahn Onshore | 0 | 11,130,555 | 0 | 11,130,555 | 11,130,555 | 4.37% |
| Icahn Capital | 0 | 18,764,869 | 0 | 18,764,869 | 18,764,869 | 7.37% |
| IPH GP | 0 | 18,764,869 | 0 | 18,764,869 | 18,764,869 | 7.37% |
| Icahn Enterprises Holdings | 0 | 18,764,869 | 0 | 18,764,869 | 18,764,869 | 7.37% |
| Icahn Enterprises G.P. Inc | 0 | 18,764,869 | 0 | 18,764,869 | 18,764,869 | 7.37% |
| Beckton Corp | 0 | 18,764,869 | 0 | 18,764,869 | 18,764,869 | 7.37% |
| Carl C. Icahn | 0 | 23,456,087 | 0 | 23,456,087 | 23,456,087 | 9.21% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
Xerox Corporation
(Name of Issuer)
Common Stock, $1 par value
(Title of Class of Securities)
984121 60 8
(CUSIP Number)
Jesse Lynn, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 13, 2018
(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 Section 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 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. 984121 60 8
1. NAME OF REPORTING PERSON
High River Limited Partnership
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
4,691,218
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,691,218
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,691,218
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.84%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
Hopper Investments LLC
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,691,218
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,691,218
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,691,218
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.84%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
Barberry Corp.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,691,218
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,691,218
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,691,218
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.84%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund 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
7,634,314
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,634,314
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,634,314
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
Icahn Offshore LP
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
7,634,314
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,634,314
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,634,314
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 984121 60 8
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
11,130,555
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,130,555
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,555
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.37%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
Icahn Onshore LP
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,130,555
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,130,555
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,130,555
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.37%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
Icahn Capital LP
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
18,764,869
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,764,869
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,764,869
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
IPH GP LLC
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
18,764,869
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,764,869
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,764,869
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
18,764,869
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,764,869
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,764,869
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
18,764,869
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,764,869
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,764,869
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 984121 60 8
1. NAME OF REPORTING PERSON
Beckton Corp.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
18,764,869
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,764,869
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,764,869
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.37%
14 TYPE OF REPORTING PERSON
CO
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
23,456,087
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.21%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
This statement constitutes Amendment No. 17 to the Schedule 13D relating to the shares of Common Stock, $1 par value ("Shares"), issued by Xerox Corporation (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 23, 2015 (as previously amended, 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.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following paragraphs at the end thereof:
On May 13, 2018, the Issuer announced in a press release (the "May 13, 2018 Press Release") that the Issuer and certain other parties had entered into a Director Appointment, Nomination and Settlement Agreement with the Reporting Persons and certain other parties (the "Global Settlement Agreement"). Copies of the May 13, 2018 Press Release and the Global Settlement Agreement are filed herewith as exhibits and are incorporated herein by reference.
At the Effective Time (as defined in the Global Settlement Agreement), the previously disclosed Consulting Agreement between the Reporting Persons and John Visentin terminated automatically in accordance with its terms.
Similarly, as a result of the Global Settlement Agreement, the Reporting Persons are no longer acting in concert with Mr. Deason and his affiliates with respect to the Issuer, and as a result, as of the Effective Time, the Reporting Persons and Mr. Deason and his affiliates no longer constitute a "group" within the meaning of Section 13(d)(3) of the Act.
On May 15, 2018, the Reporting Persons entered into a confidentiality agreement with the Issuer (the "Confidentiality Agreement"), a copy of which is filed herewith as an exhibit and incorporated herein by reference. In addition, on May 15, 2018, the Issuer informed the Reporting Persons that, subject to their compliance with the Confidentiality Agreement, it would provide certain representatives of the Reporting Persons with board observer rights, which such rights are terminable at any time by the Issuer.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 23,456,087 Shares, representing approximately 9.21% of the Issuer's outstanding Shares (based upon the 254,679,473 Shares stated to be outstanding as of March 31, 2018 by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, filed with the Securities and Exchange Commission on May 10, 2018).
(b) High River has sole voting power and sole dispositive power with regard to 4,691,218 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 7,634,314 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 11,130,555 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 Securities Exchange Act of 1934, as amended, 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.
Item 7. Material to be Filed as Exhibits
| 1. | May 13, 2018 Press Release (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8−K filed by the Issuer with the Securities and Exchange Commission on May 15, 2018). |
| 2. | Global Settlement Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8−K filed by the Issuer with the Securities and Exchange Commission on May 15, 2018). |
| 3. | Confidentiality Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8−K filed by the Issuer with the Securities and Exchange Commission on May 15, 2018). |
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: May 15, 2018
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Amendment No. 17 to Schedule 13D – Xerox Corporation]
17