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

Previous Name(s)

  • ICAHN PARTNERS L P
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)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER OF THE ISSUER

Item 3. Related Persons

Name
N/A ICAHN CAPITAL LP
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER OF ICAHN ONSHORE LP

Item 3. Related Persons

Name
N/A IPH GP LLC
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
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)
  • EXECUTIVE OFFICER
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)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER OF ICAHN ENTERPRISES HOLDING LP

Item 3. Related Persons

Name
N/A BECKTON CORP.
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
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
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