| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SWX | Common Stock, $1.00 par value | Purchase | $1.32M | +21.8K | +0.2% | $60.67 | 10.9M | Sep 8, 2023 | Please see footnotes | F1, F2, F3, F4, F5, F6 |
| transaction | SWX | Common Stock, $1.00 par value | Purchase | $3.79M | +61.7K | +0.57% | $61.48 | 10.9M | Sep 11, 2023 | Please see footnotes | F1, F2, F3, F4, F5, F6 |
| transaction | SWX | Common Stock, $1.00 par value | Purchase | $2.73M | +44.2K | +0.4% | $61.79 | 11M | Sep 12, 2023 | Please see footnotes | F1, F2, F3, F4, F5, F6 |
| 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, $1.00 par value (the "Shares"), of Southwest Gas Holdings, Inc. |
| 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. |
| 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. |
| 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. |
| F5 | The purchase transactions reported herein were effected in multiple transactions each day at prices ranging from $60.22 to $60.95 on September 8, 2023, $61.15 to $61.75 on September 11, 2023, and $61.11 to $62.00 on September 12, 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. |
| F6 | Reflects Shares purchased in open market transactions. After giving effect to the transactions above, Icahn Partners directly beneficially owns 6,394,333 Shares and Icahn Master directly beneficially owns 4,578,079 Shares. |