Icahn Carl C Et Al Form 3 OCCIDENTAL PETROLEUM / CARL C ICAHN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDINGS LLC

16690 COLLINS AVE., PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/03/2020

3. Issuer Name and Ticker or Trading Symbol
OCCIDENTAL PETROLEUM CORP /DE/ [ OXY ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock $0.20 par value per share	88,627,271	I	Please see footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	08/03/2020	08/03/2027	Common Stock, $0.20 par value per share	11,078,406	22	I	Please see footnotes(5)

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDINGS LLC

16690 COLLINS AVE., PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICAHN PARTNERS LP

(Last) (First) (Middle)

16690 COLLINS AVE., PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICAHN PARTNERS MASTER FUND LP

(Last) (First) (Middle)

16690 COLLINS AVE., PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

Explanation of Responses:

1. Of the 88,627,271 shares (the "Shares") of common stock, par value $0.20 per share ("Common Stock"), of Occidental Petroleum Corporation (the "Issuer") reported in Table I, Icahn Partners LP ("Icahn Partners") directly beneficially owns 51,769,755 of such Shares and Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 36,857,516 of such Shares.

2. 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.

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 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.

4. 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.

5. On August 3, 2020, the Issuer made a pro rata distribution of Warrants to purchase an equivalent number of Shares to the holders of outstanding Shares, including the Reporting Persons. Icahn Partners received 6,471,218 such Warrants and Icahn Master received 4,607,188 such Warrants.

	/S/ Carl C. Icahn	08/06/2020
	/S/ Icahn Partners L.P	08/06/2020
	/S/ Icahn Partners Master Fund LP	08/06/2020
	** Signature of Reporting Person	Date
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