Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-20-018761
Date:2020-11-03
Issuer: XEROX HOLDINGS CORP (XRX)
Original Submission Date:

Reporting Person:

ICAHN CARL C
C/O ICAHN ASSOCIATES HOLDINGS LLC
16690 COLLINS AVENUE - PH 1 SUNNY ISLES BEACH, FL 33160

Reporting Person:

ICAHN PARTNERS LP
16690 COLLINS AVENUE - PH-1
SUNNY ISLES FL, FL 33160

Reporting Person:

ICAHN PARTNERS MASTER FUND LP
16690 COLLINS AVENUE - PH-1
SUITE 1210 SUNNY ISLES FL, FL 33160

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, $1 PAR VALUE ("SHARES") 2020-11-03 P 150,586 a $18.66 27,616,613 indirect f1,f2,f3,f4,f5
SHARES 2020-11-04 P 849,414 a $18.26 28,466,027 indirect f1,f2,f3,f4,f5
SHARES 2020-11-05 P 60,010 a $18.93 28,526,037 indirect f1,f2,f3,f4,f5
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 icahn partners lp ("icahn partners") directly beneficially owns 16,684,166 shares and icahn partners master fund lp ("icahn master") directly beneficially owns 11,841,871 shares.
f2 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.
f3 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.
f4 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 shares 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 shares except to the extent of their pecuniary interest therein.
f5 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 shares 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 shares except to the extent of their pecuniary interest therein.
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