Form D/A
View Original Filing
Notice of Exempt Offering of Securities
Item 1. Issuer's Identity
Name of Issuer:
ICAHN PARTNERS LP
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago
Entity Type
LIMITED PARTNERSHIP
Item 2 Issuer Principal Place of Business and Contact Information
767 FIFTH AVENUE
47TH FLOOR
NEW YORK, NY 10153
Phone Number:
subscription required
Item 3. Related Persons
Name
N/A ICAHN ONSHORE LP
Address
subscription required
Relationship(s)
Clarification of Response
GENERAL PARTNER OF THE ISSUER
Item 3. Related Persons
Name
N/A ICAHN CAPITAL LP
Address
subscription required
Relationship(s)
Clarification of Response
GENERAL PARTNER OF ICAHN ONSHORE LP
Item 3. Related Persons
Name
N/A IPH GP LLC
Address
subscription required
Relationship(s)
Clarification of Response
GENERAL PARTNER OF ICAHN CAPITAL LP
Item 3. Related Persons
Name
N/A ICAHN ENTERPRISES HOLDING LP
Address
subscription required
Relationship(s)
Clarification of Response
SOLE MEMBER OF IPH GP LLC
Item 3. Related Persons
Name
N/A ICAHN ENTERPRISES G.P. INC.
Address
subscription required
Relationship(s)
Clarification of Response
GENERAL PARTNER OF ICAHN ENTERPRISES HOLDING LP
Item 3. Related Persons
Name
N/A BECKTON CORP.
Address
subscription required
Relationship(s)
Clarification of Response
SOLE SHAREHOLDER OF ICAHN ENTERPRISES G.P. INC.
Item 3. Related Persons
Name
CARL C. ICAHN
Address
subscription required
Relationship(s)
- EXECUTIVE OFFICER
- DIRECTOR
- PROMOTER
Clarification of Response
SOLE SHAREHOLDER OF BECKTON CORP.
Item 4. Industry Group
POOLED INVESTMENT FUND
- HEDGE FUND
Item 5. Issuer Size
Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE
Item 6. Federal Exemptions and Exclusions Claimed
Item 7. Type of Filing
Amendment
Date of First Sale in this Offering:
10/31/2004
Item 8. Duration of Offering
Does the issuer intend this offering to last more than one year?
Yes
Item 9. Type(s) of Securities Offered
- Pooled Investment Fund Interests
Item 10. Business Combination Transaction
Is this offering being made in connection with a business combination
transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response
Item 11. Minimum Investment
Minimum Investment accepted from any outside investor
25000000
Item 13. Offering and Sales Amounts
Total Offering Amount
INDEFINITE
Total Amount Sold
4670154254
Total Remaining to be Sold
INDEFINITE
Clarification of Response
LIMITED PARTNERSHIP INTERESTS. PLEASE NOTE THAT THE MINIMUM INVESTMENT OF $25,000,000 IS SUBJECT TO WAIVER AT THE DISCRETION OF THE GENERAL PARTNER.
Item 14. Investors
Securities in the offering have been or may be sold to persons
who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
208
Item 15. Sales Commissions and Finders' Fees Expenses
Sales Commissions:
0.0 Is an estimate
Finders' Fees
0.0 Is an estimate
Clarification of Response
Item 16. Use of Proceeds
Provide the amount of the gross proceeds of the offering
that has been or is proposed to be used for payments to any of the persons required
to be named as executive officers,directors or promoters in response to Item 3 above.
0.0 Is an estimate
Clarification of Response
CERTAIN PERSONS NAMED IN ITEM 3 OR AFFILIATE(S) THEREOF MAY RECEIVE PAYMENTS DEEMED TO BE MADE FROM THE PROCEEDS OF THE OFFERING, INCLUDING A SPECIAL PROFITS INTEREST ALLOCATION INCENTIVE ALLOCATION. THE AMOUNTS OF SUCH PAYMENTS CANNOT BE ESTIMATED.
Signature and Submission
Issuer Name
ICAHN PARTNERS LP
Issuer Signature
/S/ EDWARD MATTNER
Signer Name
EDWARD MATTNER
Signer Title
AUTHORIZED PERSON
Signature Date
02/25/2010