Sec Form 4 Filing - ICAHN CARL C @ American Railcar Industries, Inc. - 2018-12-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ICAHN CARL C 2. Issuer Name and Ticker or Trading Symbol American Railcar Industries, Inc. [ ARII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICAHN ASSOCIATES HOLDING LLC, 767 FIFTH AVE., 47TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/05/2018 (Street) NEW YORK, NY10153 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.01 par value per share 12/05/2018 D( 1 )( 2 ) 11,871,268 D $ 70 ( 1 ) ( 2 ) 0 I ( 1 ) ( 2 ) See footnotes ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ICAHN CARL C C/O ICAHN ASSOCIATES HOLDING LLC 767 FIFTH AVE., 47TH FLOOR NEW YORK, NY10153 X ICAHN ENTERPRISES HOLDINGS L.P. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY10601 X IEH ARI HOLDINGS LLC 767 FIFTH AVE., 47TH FLOOR NEW YORK, NY10153 X ICAHN ENTERPRISES G.P. INC. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY10601 X BECKTON CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY10601 X AMERICAN ENTERTAINMENT PROPERTIES CORP. 767 FIFTH AVE., 47TH FLOOR NEW YORK, NY10153 X ICAHN BUILDING LLC 767 FIFTH AVE., 47TH FLOOR NEW YORK, NY10153 X Signatures IEH ARI HOLDINGS LLCBy: /s/ SungHwan ChoName: SungHwan ChoTitle: Chief Financial Officer 12/06/2018 Signature of Reporting Person Date AMERICAN ENTERTAINMENT PROPERTIES CORP.By: /s/ SungHwan ChoName: SungHwan ChoTitle: Chief Financial Officer 12/06/2018 Signature of Reporting Person Date ICAHN BUILDING LLCBy: Icahn Enterprises Holdings L.P., its sole memberBy: Icahn Enterprises G.P. Inc., its general partnerBy: /s/ SungHwan ChoName: SungHwan ChoTitle: Chief Financial Officer 12/06/2018 Signature of Reporting Person Date ICAHN ENTERPRISES HOLDINGS L.P.By: Icahn Enterprises G.P. Inc., its general partnerBy: /s/ SungHwan ChoName: SungHwan ChoTitle: Chief Financial Officer 12/06/2018 Signature of Reporting Person Date ICAHN ENTERPRISES G.P. INC.By: /s/ SungHwan ChoName: SungHwan ChoTitle: Chief Financial Officer 12/06/2018 Signature of Reporting Person Date BECKTON CORP.By: /s/ Irene MarchName: Irene MarchTitle: Authorized Signatory 12/06/2018 Signature of Reporting Person Date CARL C. ICAHN/s/ Carl C. Icahn 12/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the Merger. Immediately prior to the consummation of the Merger, IEH ARI Holdings LLC, an entity that is indirectly controlled by Mr. Icahn ("IEH"), was the record holder of 11,871,268 shares of ARI's common stock, $0.01 par value per share (the "Shares"). Pursuant to the terms of the Merger Agreement, all of the outstanding Shares of ARI, including those held by IEH, were converted into the right to receive the merger consideration of $70.00 per Share. ( 2 )Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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