Carl C. Icahn - 10 Mar 2023 Form 3/A - Amendment Insider Report for Southwest Gas Holdings, Inc. (SWX)

Role: 10%+ Owner
Signature: CARL C. ICAHN /s/ Carl C. Icahn
Issuer symbol: SWX
Transactions as of: 10 Mar 2023
Net transactions value: $0
Form type: 3/A - Amendment
Filing time: 19 May 2023, 18:00:40 UTC
Date Of Original Report: 13 Mar 2023
Previous filing: 10 Feb 2023
Next filing: 17 Mar 2023
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	SWX	Cash-settled swap							10 Mar 2023	Common Stock	2,087,427		Please see footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Amendment is being filed to reflect the cash-settled swaps that are held by the Reporting Persons. Such cash-settled swaps were inadvertently omitted from the original Form 3.
F2	Reflects cash-settled swap agreements previously entered into by Icahn Partners LP and Icahn Partners Master Fund LP with unaffiliated third-party financial institutions as counterparties with respect to 1,219,775 Shares and 867,652 Shares, respectively, with reference prices and maturity dates that vary depending upon the terms of each such cash-settled swap. All payments under the cash-settled swaps will be settled in cash. The cash-settled swaps do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of Southwest Gas Holdings, Inc. and accordingly, the Reporting Persons disclaim any beneficial ownership in shares of common stock referenced by such cash-settled swaps.

Content

This Amendment is being filed to reflect the cash-settled swaps that are held by the Reporting Persons. Such cash-settled swaps were inadvertently omitted from the original Form 3.

Reflects cash-settled swap agreements previously entered into by Icahn Partners LP and Icahn Partners Master Fund LP with unaffiliated third-party financial institutions as counterparties with respect to 1,219,775 Shares and 867,652 Shares, respectively, with reference prices and maturity dates that vary depending upon the terms of each such cash-settled swap. All payments under the cash-settled swaps will be settled in cash. The cash-settled swaps do not give the Reporting Persons direct or indirect voting, investment or dispositive control over any securities of Southwest Gas Holdings, Inc. and accordingly, the Reporting Persons disclaim any beneficial ownership in shares of common stock referenced by such cash-settled swaps.