Carl C. Icahn - Oct 25, 2023 Form 4 Insider Report for Southwest Gas Holdings, Inc. (SWX)

Role: 10%+ Owner
Signature: CARL C. ICAHN /s/ Carl C. Icahn
Stock symbol: SWX
Transactions as of: Oct 25, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/27/2023, 05:15 PM
Previous filing: Sep 29, 2023
Next filing: Dec 29, 2023

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
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

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

Explanation of Responses:

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 financial counterparty (the "Dealer") with respect to 1,219,775 and 867,652, respectively, notional Shares. The expiration of the Total Return Swap occurred on September 7, 2023 and, pursuant to the terms of the Total Return Swap, commencing on September 7, 2023 and ending on October 25, 2023, the Dealer unwound the Total Return Swap to, among other things, determine the final cash payment (the "Final Cash Payment") that is required to be paid (and by and to which party to the Total Return Swap). The amount of the Final Cash Payment is $15,724,625.35 and will be made on or before October 27, 2023 by Icahn Partners and Icahn Master to the Dealer.
F5	The expiration of the Total Return Swap and the payment of the Final Cash Payment each is exempt from Section 16(b) of the Securities Exchange Act pursuant to Rule 16b-6(d).
F6	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.