Icahn Carl C Et Al Form 4 Voltari / CARL C ICAHN ownership change

SEC Form 4

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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X

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^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Voltari Corp [ VLTC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, par value $0.001	09/24/2019		J(1)		4,255,194	A	$0.86	1(1)	I(3)	Please see footnotes(1)(3)
13% Redeemable Series J Non-Convertible Preferred Stock	09/24/2019		J(1)		1,147,388	D	(2)	0(1)	I(3)	Please see footnotes(1)(3)

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 (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

Explanation of Responses:

1. On September 24, 2019, all of the outstanding shares of common stock and 13% Redeemable Series J Non-Convertible Preferred Stock of Voltari Corporation (the "Issuer") were cancelled in connection with the merger (the "Merger") of Voltari Merger Sub LLC, a wholly-owned subsidiary of Starfire Holding Corporation ("Starfire"), with and into the Issuer, with the Issuer continuing as the surviving entity after the Merger. Following consummation of the Merger, Starfire holds one share of the Issuer's common stock, representing 100% of the Issuer's outstanding equity.

2. In connection with the Merger, all of the Issuer's 13% Redeemable Series J Non-Convertible Preferred Stock (other than certain excluded shares, including those held by Starfire) were converted into the right to receive $62.06 per share in cash, without interest, which reflects the Redemption Price (as defined in Section 11(i) of Exhibit A to the Issuer's certificate of incorporation, including all amendments thereto, in effect prior to the effective time of the Merger). As a result of the Merger, all of the shares of preferred stock held by Starfire were cancelled with no consideration paid.

3. Mr. Icahn holds approximately 99.4% of the outstanding shares of Starfire and, as a result, has an indirect beneficial ownership of the common stock held by Starfire. Mr. Icahn disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Carl C. Icahn	09/24/2019
	** 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).
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