Form Type: 4

Accession Number:	0001539497-22-001941
Date:	2022-12-21
Issuer:	ICAHN ENTERPRISES L.P. (IEP)
Original Submission Date:

Reporting Person:

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

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of Security	Transaction Date	2a. Deemed Execution Date	Transaction Code	Shares	Acquired or Disposed	Price per share	5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form Direct or Indirect	Nature of Indirect Ownership
DEPOSITARY UNITS	2022-12-21		J	11,441,398	a	$50.44	299,997,624	indirect

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 Exercisable	Expiration 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
ID	footnote
f1	depository units representing limited partner interests in icahn enterprises l.p. (the "issuer").
f2	comprised of depositary units held indirectly through cci onshore llc ("cci onshore"), gascon partners ("gascon"), high coast limited partnership ("high coast"), highcrest investors llc ("highcrest") and thornwood associates limited partnership ("thornwood").(1) investors llc ("highcrest") and thornwood associates limited partnership ("thornwood").
f3	represents the date on which dividend amounts are determined based on the election of each holder and the volume weighted average trading price of units on nasdaq during five consecutive trading days following the election date.
f4	represents the amount foregone in exchange for each depository unit received as a dividend.
f5	the reporting person received 11,441,398 depositary units as a payment-in-kind dividend on 288,556,226 depositary units owned on the dividend record date in a transaction exempt from section 16(b) liability pursuant to rule 16(b)-3(d) promulgated under the securities exchange act of 1934, as amended.
f6	cci onshore beneficially owns 69,901,393 depository units. high coast is the sole member of cci onshore. little meadow corp. ("little meadow") is the general partner of high coast. carl c. icahn beneficially owns 100% of little meadow. pursuant to rule 16a-1(a)(2) under the exchange act, each of mr. icahn, little meadow and high coast (by virtue of their relationships to cci onshore) may be deemed to indirectly beneficially own the depository units which cci onshore owns. each of mr. icahn, little meadow and high coast disclaims beneficial ownership of such depository units except to the extent of their pecuniary interest therein.
f7	gascon beneficially owns 41,166,410 depository units. little meadow is the managing general partner of gascon. carl c. icahn beneficially owns 100% of little meadow. pursuant to rule 16a-1(a)(2) under the exchange act, each of mr. icahn and little meadow (by virtue of their relationships to gascon) may be deemed to indirectly beneficially own the depository units which gascon owns. each of mr. icahn and little meadow disclaims beneficial ownership of such depository units except to the extent of their pecuniary interest therein.
f8	high coast beneficially owns 144,151,837 depository units. little meadow is the general partner of high coast. carl c. icahn beneficially owns 100% of little meadow. pursuant to rule 16a-1(a)(2) under the exchange act, each of mr. icahn and little meadow (by virtue of their relationships to high coast) may be deemed to indirectly beneficially own the depository units which high coast owns. each of mr. icahn and little meadow disclaims beneficial ownership of such depository units except to the extent of their pecuniary interest therein.
f9	highcrest beneficially owns 33,598,742 depository units. starfire holding corporation ("starfire") beneficially owns 100% of highcrest. carl c. icahn beneficially owns 100% of starfire. pursuant to rule 16a-1(a)(2) under the exchange act, each of mr. icahn and starfire (by virtue of their relationships to highcrest) may be deemed to indirectly beneficially own the depository units which highcrest owns. each of mr. icahn and starfire disclaims beneficial ownership of such depository units except to the extent of their pecuniary interest therein.
f10	thornwood beneficially owns 11,179,242 depository units. barberry corp. ("barberry") is the general partner of thornwood. carl c. icahn beneficially owns 100% of barberry. pursuant to rule 16a-1(a)(2) under the exchange act, each of mr. icahn and barberry (by virtue of their relationships to thornwood) may be deemed to indirectly beneficially own the depository units which thornwood owns. each of mr. icahn and barberry disclaims beneficial ownership of such depository units except to the extent of their pecuniary interest therein.
f11	mr. icahn may be deemed to indirectly beneficially own the 12,000 depository units owned by gail golden, his wife, which are not included in the total reported in column 5. mr. icahn disclaims beneficial ownership of such depositary units for all purposes.

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