| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SWX | Total Return Cash-Settled Equity Swaps | Other | -2.09M | -100% | 0 | Sep 7, 2023 | Common Stock, $1 Par Value | 2.09M | Please see footnotes | F1, F2, F3, F4, F5, F6, F7 |
| Id | Content |
|---|---|
| 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 Par Value (the "Shares"), of Southwest Gas Holdings, Inc. (the "Issuer"). |
| 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 wholly-owned by Mr. Icahn. As such, Mr. Icahn is in a position indirectly to determine the dispositive and voting decisions made by each of Icahn Partners and Icahn Master. |
| F4 | During the period commencing on September 7, 2021 through October 5, 2021, each of Icahn Partners and Icahn Master entered into multiple Total Return Cash Settled Equity Swaps (collectively, the "Total Return Swap") with an unaffiliated third-party counterparty (the "Dealer") with respect to 1,219,775 and 867,652, respectively, notional Shares. |
| F5 | Pursuant to the terms of the Total Return Swap, the Dealer will commence a valuation process beginning on September 7, 2023 and ending on October 25, 2023 (the "Valuation Process") to, among other things, determine the final cash payment (the "Final Cash Payment") that will be required to be paid and/or received by the parties to the Total Return Swap. On each business day during the Valuation Process, the Dealer will determine the volume weighted average price of a number of Shares subject to the Total Return Swap determined on a straight-line basis based upon the number of business days between September 7, 2023 and October 25, 2023. The amount of the Final Cash Payment will be based upon such volume weighted average prices and the Final Cash Payment will be paid and/or received after the conclusion of the Valuation Process. |
| F6 | The expiration of the Total Return Swap is exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-6(d) thereunder. |
| F7 | 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. |