SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 32)*

 

Xerox Holdings Corporation

(Name of Issuer)

 

Common Stock, $1 par value

(Title of Class of Securities)

 

98421M 106

(CUSIP Number)

 

Jesse Lynn, Esq.

Chief Operating Officer

Icahn Capital LP

16690 Collins Avenue, Suite PH-1

Sunny Isles Beach, FL 33160

(305) 422-4100

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

September 28, 2023

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

    

 

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1.       NAME OF REPORTING PERSON

Icahn Partners Master Fund LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

PN

    

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1.       NAME OF REPORTING PERSON

Icahn Offshore LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

PN

    

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1.       NAME OF REPORTING PERSON

Icahn Partners LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

PN

    

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1.       NAME OF REPORTING PERSON

Icahn Onshore LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

PN

    

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1.       NAME OF REPORTING PERSON

Icahn Capital LP

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

PN

    

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1.       NAME OF REPORTING PERSON

IPH GP LLC

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

OO

    

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1.       NAME OF REPORTING PERSON

Icahn Enterprises Holdings L.P.

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

PN

    

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1.       NAME OF REPORTING PERSON

Icahn Enterprises G.P. Inc.

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

CO

    

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1.       NAME OF REPORTING PERSON

Beckton Corp.

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

CO

    

SCHEDULE 13D

 

CUSIP No. 98421M 106

 

1       NAME OF REPORTING PERSON

Carl C. Icahn

 

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) / /

(b) / /

 

3       SEC USE ONLY

 

4       SOURCE OF FUNDS

N/A

 

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /

 

6       CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

7       SOLE VOTING POWER

0

 

8       SHARED VOTING POWER

0

 

9       SOLE DISPOSITIVE POWER

0

 

10       SHARED DISPOSITIVE POWER

0

 

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /

 

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%

 

14       TYPE OF REPORTING PERSON

IN

    

SCHEDULE 13D

 

This statement constitutes Amendment No. 32 to the Schedule 13D relating to the shares of Common Stock, $1 par value (“Shares”), issued by Xerox Holdings Corporation (successor to Xerox Corporation) (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 23, 2015 (as previously amended, the “Schedule 13D”), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Initial 13D is hereby amended to add the following:

 

On September 28, 2023, the Reporting Persons entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with the Issuer pursuant to which the Reporting Persons agreed to sell to the Issuer an aggregate of 34,245,314 Shares, at a price of $15.84 per share. The transactions contemplated by the Stock Purchase Agreement closed on September 28, 2023. In accordance with the terms of the Nomination and Standstill Agreement dated January 26, 2021, between the Reporting Persons and the Issuer (the “Support Agreement”), the two Icahn Designees (as such term is defined in the Support Agreement) tendered to the Issuer their resignations from the Issuer’s board of directors, effective as of the closing of the transactions contemplated by the Stock Purchase Agreement. In addition, the Independent Designee (as such term is defined in the Support Agreement) tendered to the Issuer his resignation from the Issuer’s board of directors, effective as of the closing of the transactions contemplated by the Stock Purchase Agreement.

 

Pursuant to the terms of the Stock Purchase Agreement and effective upon the closing of the transactions contemplated thereby, the Issuer and the Icahn Parties (as such term is defined in the Stock Purchase Agreement) mutually agreed to terminate the Support Agreement and the Registration Rights Agreement dated April 29, 2021, among the Company and the Icahn Parties; provided, however, that the standstill provisions contained in the Support Agreement will remain in effect following the closing of the repurchase until the date that is thirty (30) days following the conclusion of the 2025 annual meeting of shareholders of the Company subject to certain modifications set forth therein.

 

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is filed herewith as an exhibit and is incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer

 

Item 5(a) and the first paragraph of Item 5(b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:

 

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 0 Shares, representing approximately 0% of the Issuer's outstanding Shares (based upon the 157,120,028 Shares stated to be outstanding as of July 31, 2023 by the Issuer in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2023).

 

    

(b) Icahn Master has sole voting power and sole dispositive power with regard to 0 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 0 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.

 

Item 5(c) of the Schedule 13D is hereby amended by the addition of the following:

 

(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. All such transactions were sales of Shares pursuant to the Stock Purchase Agreement.

 

Name of Reporting Person Date of Transaction Amount of Securities Sold

Price Per Share

 

Icahn Partners LP 09/27/2023 19,998,390 $15.84
       
Icahn Partners Master Fund LP 09/27/2023 14,246,924 $15.84

 

(e) As a result of the transactions reported in this Schedule 13D, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act.

 

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

 

The information set forth above in Item 4 is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits

 

1. Stock Purchase Agreement dated September 28, 2023 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 28, 2023).

    

 

SIGNATURE

 

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 29, 2023

 

ICAHN PARTNERS LP

ICAHN ONSHORE LP

ICAHN PARTNERS MASTER FUND LP

ICAHN OFFSHORE LP

ICAHN CAPITAL LP

IPH GP LLC

 

By:/s/ Jesse Lynn

Name: Jesse Lynn

Title: Chief Operating Officer

 

 

BECKTON CORP.

 

By:/s/ Ted Papapostolou

Name: Ted Papapostolou

Title: Vice President

 

 

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc., its general partner

ICAHN ENTERPRISES G.P. INC.

 

By:/s/ Ted Papapostolou

Name: Ted Papapostolou

Title: Chief Financial Officer

 

 

 

/s/ Carl C. Icahn

CARL C. ICAHN

 

 

 

 

[Signature Page of Amendment No. 32 to Schedule 13D – Xerox Holdings Corporation]