| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | SWX | Common Stock, $1 Par Value | 9.24M | Mar 10, 2023 | Please see footnote | F1, F2, F3, F4, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | SWX | Cash-settled swaps | Mar 10, 2023 | Common Stock, $1 Par Value | 2.09M | Please see footnote | F1, F2, F3, F7 |
| Id | Content |
|---|---|
| F1 | This Form 3 amendment 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 Par Value (the "Shares"), of Southwest Gas Holdings, Inc. (the "Issuer"). This Form 3 amendment amends and restates the Form 3 filed by the Reporting Persons on March 13, 2023 and the Form 3 amendment filed by the Reporting Persons on May 19, 2023. This Form 3 amendment is being filed solely to correct the expiration date for the cash-settled swaps previously reported on the Form 3 amendment. |
| 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 and Icahn Offshore is the general partner of Icahn Master. |
| F3 | Beckton is 100 percent 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. |
| F4 | 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 Securities Exchange Act of 1934, as amended), the Shares of the Issuer 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 Shares except to the extent of their pecuniary interest therein, if any. |
| F5 | Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, and Mr. Icahn may be deemed to indirectly beneficially own the Shares 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 Shares except to the extent of their pecuniary interest therein, if any. |
| F6 | As of March 10, 2023, Icahn Partners and Icahn Master directly beneficially hold 5,394,834 and 3,849,631 Shares, respectively. |
| F7 | Reflects cash-settled swaps agreements previously entered into by Icahn Partners and Icahn Master with an unaffiliated third-party financial institution as a counterparty with respect to 1,219,775 and 867,652 notional Shares, respectively, with reference prices 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 the Issuer, and, accordingly, the Reporting Persons disclaim any beneficial ownership in the Shares referenced in this statement. |