Form 4 for SWX Southwest Gas Holdings, Inc.

Accepted 2023-09-25 00:00:00 ET · period of report 2023-09-21 · accession 0001539497-23-001646 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
MI	2023-09-25	2023-09-21+	SWX	ICAHN PARTNERS LP	10%	P - Purchase	$61.98	+44.3K	11.02M	+0.4%	+$2.74M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock, $1.00 par value	2023-09-25	P	A	600	$62.00	11,016,668	I Please see footnotes	—	—	(F2) 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. (F1) This Form 4 is being filed by and on behalf of Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners"), and Icahn Partners Master Fund LP ("Icahn Master," and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons") with respect to the Common Stock, $1.00 par value (the "Shares"), of Southwest Gas Holdings, Inc. (F4) Each of the Reporting Persons' interest in the securities reported herein is limited to the extent of his or its pecuniary interest in such securities, if any, and neither the filing of this Form 4 nor any of its contents will be deemed to constitute an admission by any of the foregoing, or any other person or entity, that he or it was or is the beneficial owner of any of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose. (F3) Beckton is wholly owned by Mr. 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. (F6) Reflects Shares purchased in open market transactions. After giving effect to the transactions above, Icahn Partners directly beneficially owns 6,420,124 Shares and Icahn Master directly beneficially owns 4,596,544 Shares.
2	Common	Common Stock, $1.00 par value	2023-09-21	P	A	27,466	$62.00	10,999,878	I Please see footnotes	—	—	(F5) The purchase transactions reported herein were effected in multiple transactions each day at prices ranging from $61.96 to $62.00 on September 21, 2023, and $61.64 to $62.00 on September 22, 2023. The prices reported above reflect the weighted average purchase prices on each such day for the transactions reported herein. The Reporting Persons hereby undertake to provide upon request to the Staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer full information regarding the number of shares and the prices at which these reported transactions were effected each day. (F2) 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. (F1) This Form 4 is being filed by and on behalf of Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners"), and Icahn Partners Master Fund LP ("Icahn Master," and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons") with respect to the Common Stock, $1.00 par value (the "Shares"), of Southwest Gas Holdings, Inc. (F4) Each of the Reporting Persons' interest in the securities reported herein is limited to the extent of his or its pecuniary interest in such securities, if any, and neither the filing of this Form 4 nor any of its contents will be deemed to constitute an admission by any of the foregoing, or any other person or entity, that he or it was or is the beneficial owner of any of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose. (F3) Beckton is wholly owned by Mr. 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. (F6) Reflects Shares purchased in open market transactions. After giving effect to the transactions above, Icahn Partners directly beneficially owns 6,420,124 Shares and Icahn Master directly beneficially owns 4,596,544 Shares.
3	Common	Common Stock, $1.00 par value	2023-09-22	P	A	16,190	$61.94	11,016,068	I Please see footnotes	—	—	(F5) The purchase transactions reported herein were effected in multiple transactions each day at prices ranging from $61.96 to $62.00 on September 21, 2023, and $61.64 to $62.00 on September 22, 2023. The prices reported above reflect the weighted average purchase prices on each such day for the transactions reported herein. The Reporting Persons hereby undertake to provide upon request to the Staff of the Securities and Exchange Commission, the issuer, or any security holder of the issuer full information regarding the number of shares and the prices at which these reported transactions were effected each day. (F2) 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. (F1) This Form 4 is being filed by and on behalf of Mr. Carl C. Icahn, Icahn Partners LP ("Icahn Partners"), and Icahn Partners Master Fund LP ("Icahn Master," and, collectively with Mr. Icahn and Icahn Partners, the "Reporting Persons") with respect to the Common Stock, $1.00 par value (the "Shares"), of Southwest Gas Holdings, Inc. (F4) Each of the Reporting Persons' interest in the securities reported herein is limited to the extent of his or its pecuniary interest in such securities, if any, and neither the filing of this Form 4 nor any of its contents will be deemed to constitute an admission by any of the foregoing, or any other person or entity, that he or it was or is the beneficial owner of any of such securities for purposes of Section 16 of the Securities Exchange Act or for any other purpose. (F3) Beckton is wholly owned by Mr. 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. (F6) Reflects Shares purchased in open market transactions. After giving effect to the transactions above, Icahn Partners directly beneficially owns 6,420,124 Shares and Icahn Master directly beneficially owns 4,596,544 Shares.