SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Mentor Graphics Corporation
(Name of Issuer)
Common Stock, without par value
(Title of Class of Securities)
587200106
(CUSIP Number)
Marc Weitzen
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 22, 2010
(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,792,715
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,792,715
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,792,715
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.61%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,792,715
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,792,715
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,792,715
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.61%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,792,715
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,792,715
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,792,715
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.61%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,827,214
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,827,214
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,827,214
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.52%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,392,042
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,392,042
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,392,042
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.30%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
685,061
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
685,061
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
685,061
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.64%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
6,904,317
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,904,317
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,904,317
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.46%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,266,547
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,266,547
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,266,547
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.99%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
4,266,547
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,266,547
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,266,547
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.99%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,170,864
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,170,864
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,170,864
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.46%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,170,864
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,170,864
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,170,864
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.46%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,170,864
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,170,864
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,170,864
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.46%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,170,864
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,170,864
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,170,864
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.46%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,170,864
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,170,864
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,170,864
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.46%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 587200106
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
13,963,579
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
13,963,579
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,963,579
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.07%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on May
27, 2010 (the "Initial 13D"), by the Reporting Persons with respect to the
shares of Common Stock, without par value (the "Shares"), issued by Mentor
Graphics Corporation (the "Issuer"), is hereby amended to furnish the additional
information set forth herein. All capitalized terms contained herein but not
otherwise defined shall have the meanings ascribed to such terms in the Initial
13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial 13D is hereby amended and restated in its entirety as
follows:
The Reporting Persons hold, in the aggregate, 13,963,579 Shares (including
Shares underlying call options. See Item 5). The aggregate purchase price of the
Shares purchased by the Reporting Persons collectively was $90,762,134
(including commissions and premiums for the options to purchase Shares). The
source of funding for the purchase of these Shares was the general working
capital of the respective purchasers. The Shares are held by the Reporting
Persons in margin accounts together with other securities. Such margin accounts
may from time to time have debit balances. Part of the purchase price of the
Shares purchased by the Reporting Persons was obtained through margin borrowing.
As of the close of business on July 21, 2010, the indebtedness of (i) High
River's margin account was approximately $693,848,574, (ii) Icahn Partners'
margin account was approximately $137,378,588, (iii) Icahn Master's margin
account was approximately $119,907,544, (iv) Icahn Master II's margin account
was approximately $31,983,231, and (v) Icahn Master III's margin account was
approximately $23,574,486.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial 13D is hereby amended and restated in its entirety as
follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 13,963,579 Shares (including Shares underlying call options),
representing approximately 13.07% of the Issuer's outstanding Shares (based upon
the 106,827,894 Shares stated to be outstanding as of June 4, 2010 by the Issuer
in the Issuer's quarterly report on Form 10-Q filed with the Securities and
Exchange Commission on June 8, 2010).
(b) High River has sole voting power and sole dispositive power with regard
to 2,792,715 Shares (including Shares underlying call options). Each of Hopper,
Barberry and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Master has sole voting power and sole dispositive
power with regard to 4,827,214 Shares (including Shares underlying call
options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. Icahn Master II has
sole voting power and sole dispositive power with regard to 1,392,042 Shares
(including Shares underlying call options). Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn has shared voting power and shared dispositive power with regard to such
Shares. Icahn Master III has sole voting power and sole dispositive power with
regard to 685,061 Shares (including Shares underlying call options). Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Partners has sole voting
power and sole dispositive power with regard to 4,266,547 Shares (including
Shares underlying call options). Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has
shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which High
River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and
Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own
(as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn
Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected by any of the Reporting Persons since their last filing on Schedule
13D. Except as otherwise noted below, all such transactions were purchases of
Shares effected in the open market, and the table includes commissions paid in
per share prices.
Name of Date of No. of Purchase
Reporting of Shares Price per
Person Transaction Purchased Share
- ---------------- ----------- --------- ---------
High River 07/07/2010 (1) 20,000 (2) 2.96
High River 07/08/2010 (1) 26,949 (2) 3.36
High River 07/09/2010 (1) 8,732 (2) 3.43
High River 07/12/2010 (1) 17,780 (2) 3.42
High River 07/13/2010 (1) 33,937 (2) 3.74
High River 07/14/2010 (1) 37,354 (2) 3.77
High River 07/15/2010 (1) 15,457 (2) 3.68
High River 07/19/2010 (1) 2,027 (2) 3.24
High River 07/20/2010 (1) 20,000 (2) 3.30
High River 07/21/2010 (1) 20,000 (2) 3.40
High River 07/22/2010 (1) 40,000 (2) 3.76
Icahn Partners 07/07/2010 (1) 34,904 (2) 2.96
Icahn Partners 07/08/2010 (1) 47,032 (2) 3.36
Icahn Partners 07/09/2010 (1) 15,238 (2) 3.43
Icahn Partners 07/12/2010 (1) 31,030 (2) 3.42
Icahn Partners 07/13/2010 (1) 59,228 (2) 3.74
Icahn Partners 07/14/2010 (1) 65,191 (2) 3.77
Icahn Partners 07/15/2010 (1) 26,978 (2) 3.68
Icahn Partners 07/19/2010 (1) 3,538 (2) 3.24
Icahn Partners 07/20/2010 (1) 34,905 (2) 3.30
Icahn Partners 07/21/2010 (1) 34,905 (2) 3.40
Icahn Partners 07/22/2010 (1) 69,807 (2) 3.76
Icahn Master 07/07/2010 (1) 39,491 (2) 2.96
Icahn Master 07/08/2010 (1) 53,211 (2) 3.36
Icahn Master 07/09/2010 (1) 17,242 (2) 3.43
Icahn Master 07/12/2010 (1) 35,110 (2) 3.42
Icahn Master 07/13/2010 (1) 67,010 (2) 3.74
Icahn Master 07/14/2010 (1) 73,758 (2) 3.77
Icahn Master 07/15/2010 (1) 30,521 (2) 3.68
Icahn Master 07/19/2010 (1) 4,003 (2) 3.24
Icahn Master 07/20/2010 (1) 39,491 (2) 3.30
Icahn Master 07/21/2010 (1) 39,491 (2) 3.40
Icahn Master 07/22/2010 (1) 78,983 (2) 3.76
Icahn Master III 07/07/2010 (1) 5,605 (2) 2.96
Icahn Master III 07/08/2010 (1) 7,551 (2) 3.36
Icahn Master III 07/09/2010 (1) 2,446 (2) 3.43
Icahn Master III 07/12/2010 (1) 4,982 (2) 3.42
Icahn Master III 07/13/2010 (1) 9,511 (2) 3.74
Icahn Master III 07/14/2010 (1) 10,467 (2) 3.77
Icahn Master III 07/15/2010 (1) 4,331 (2) 3.68
Icahn Master III 07/19/2010 (1) 569 (2) 3.24
Icahn Master III 07/20/2010 (1) 5,604 (2) 3.30
Icahn Master III 07/21/2010 (1) 5,604 (2) 3.40
Icahn Master III 07/22/2010 (1) 11,210 (2) 3.76
_________________________
(1) Shares underlying American-style call options purchased by the applicable
Reporting Person in the over-the-counter market, which expire on June 7,
2012.
(2) This amount represents the cost of an applicable American-style call option
to purchase one Share. The per share exercise price of these call options
is $5.65. This exercise price will be adjusted to account for any dividends
or other distributions declared by the Issuer prior to exercise of the
options.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Initial 13D is hereby amended to add the following:
The Reporting Persons have purchased American-style call options
referencing an aggregate of 6,194,756 Shares, which expire on June 7, 2012. The
agreements provide for physical settlement (unless the Reporting Person opts for
a cash settlement). These agreements do not give the Reporting Persons direct or
indirect voting, investment or dispositive control over the Shares to which
these agreements relate. These agreements are further described in Item 5(c).
The Reporting Persons have sold European-style put options referencing an
aggregate of 6,194,756 Shares, which expire on June 7, 2012. The agreements
provide that they settle in cash. These agreements do not give the Reporting
Persons direct or indirect voting, investment or dispositive control over the
Shares to which these agreements relate.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: July 22, 2010
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
---------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
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CARL C. ICAHN
[Signature Page of Schedule 13D - Mentor Graphics Corporation]