| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PEP BOYS MANNY MOE & JACK [ PBY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/04/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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, $1.00 par value ("Shares") | 12/04/2015 | P | 85,000 | A | $15.65 | 6,076,365 | I | please see all footnotes(1)(2)(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Forward contract (obligation to purchase) | (4) | 12/04/2015 | J(4) | 1 | 12/04/2015 | 12/04/2017 | Shares | 480,718 | (4) | 1 | I | please see footnote(4) | |||
| Forward contract (obligation to purchase) | (5) | 12/04/2015 | J(5) | 1 | 12/04/2015 | 12/04/2017 | Shares | 1,000 | (5) | 2 | I | please see footnote(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") directly beneficially owns 6,076,365 Shares. |
| 2. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises G.P."), which is the general partners of Icahn Enterprises Holdings. |
| 3. 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 Icahn Enterprises Holdings. 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 Enterprises Holdings owns. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
| 4. On December 4, 2015, Icahn Enterprises Holdings entered into a forward contract providing for the purchase by Icahn Enterprises Holdings of 480,718 Shares at a forward price of $14.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Enterprises Holdings paid the counterparty to the forward contract $1.66 per Share upon establishing the forward contract. Subject to Icahn Enterprises Holdings' right to accelerate the settlement date, the forward contract will settle on December 4, 2017. The forward contract provides for physical settlement, with Icahn Enterprises Holdings retaining the right to elect cash settlement. The forward contracts do not give Icahn Enterprises Holdings direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate. |
| 5. On December 4, 2015, Icahn Enterprises Holdings entered into a forward contract providing for the purchase by Icahn Enterprises Holdings of 1,000 Shares at a forward price of $14.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, Icahn Enterprises Holdings paid the counterparty to the forward contract $1.71 per Share upon establishing the forward contract. Subject to Icahn Enterprises Holdings' right to accelerate the settlement date, the forward contract will settle on December 4, 2017. The forward contract provides for physical settlement, with Icahn Enterprises Holdings retaining the right to elect cash settlement. The forward contracts do not give Icahn Enterprises Holdings direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate. |
| Remarks: |
| CARL C. ICAHN | 12/08/2015 | |
| ICAHN ENTERPRISES HOLDINGS L.P. | 12/08/2015 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
