Sec Form 4 Filing - ICAHN CARL C @ OCCIDENTAL PETROLEUM CORP /DE/ - 2020-09-14

Insider filing report for Changes in Beneficial Ownership
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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
OCCIDENTAL PETROLEUM CORP /DE/ [ OXY]
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 HOLDINGS LLC, 16690 COLLINS AVENUE - PH-1
3. Date of Earliest Transaction (MM/DD/YY)
09/14/2020
(Street)
SUNNY ISLES BEACH, FL33160
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
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
Warrant $ 22 09/14/2020 P 732,066 09/14/2020 08/03/2027 Common Stock, $0.20, par value 732,066 $ 2.46 14,683,093 I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Warrant $ 22 09/15/2020 P 445,913 09/15/2020 08/03/2027 Common Stock, $0.20, par value 445,913 $ 2.68 15,129,006 I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Warrant $ 22 09/16/2020 P 439,565 09/16/2020 08/03/2027 Common Stock, $0.20, par value 439,565 $ 2.94 15,568,571 I Please see footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDINGS LLC
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL33160
X
ICAHN PARTNERS LP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL33160
X
ICAHN PARTNERS MASTER FUND LP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES BEACH, FL33160
X
Signatures
/S/ Carl C. Icahn 09/16/2020
Signature of Reporting Person Date
/S/ Icahn Partners L.P 09/16/2020
Signature of Reporting Person Date
/S/ Icahn Partners Master Fund LP 09/16/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 14, 2020, Icahn Partners LP ("Icahn Partners") purchased 428,011 warrants (the "Warrants") to purchase an equivalent number of shares (the "Shares") of common stock, par value $0.20 per share ("Common Stock"), of Occidental Petroleum Corporation (the "Issuer") and Icahn Partners Master Fund LP ("Icahn Master") purchased 304,055 Warrants, each as reported in Table II.
( 2 )On September 15, 2020, Icahn Partners purchased 260,709 Warrants and Icahn Master purchased 185,204 Warrants, each as reported in Table II. On September 16, 2020, Icahn Partners purchased 256,997 Warrants and Icahn Master purchased 182,568 Warrants, each as reported in Table II.
( 3 )Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of Icahn Master.
( 4 )Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of Icahn Partners and Icahn Master. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 5 )Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the securities which Icahn Master owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein.
( 6 )Of the 15,568,571 Warrants reported in Table II, Icahn Partners directly beneficially owns 9,102,358 such Warrants and Icahn Master directly beneficially owns 6,466,213 such Warrants. Mr. Icahn may be deemed to indirectly beneficially own the 50,000 Warrants beneficially owned by Gail Golden, his wife, which are not included in the total reported in Table II, Column 9. Mr. Icahn disclaims beneficial ownership of such Warrants for all purposes.

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