SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Freeport-McMoRan Inc.
(Name of Issuer)
common stock, par value $0.10 per share
(Title of Class of Securities)
35671D857
(CUSIP Number)
Jesse Lynn, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 7, 2015
(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
Item 1. Security and Issuer
This statement constitutes Amendment No. 3 to the Schedule 13D relating to the shares of common stock, par value $0.10 per share ("Shares"), issued by Freeport-McMoRan Inc. (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on August 27, 2015, as amended by Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission on September 18, 2015 and Amendment No. 2 to the Schedule 13D, filed with the Securities and Exchange Commission on September 23, 2015 (collectively, 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 Schedule 13D is hereby amended to add the following:
On October 7, 2015, the Reporting Persons entered into a Nomination and Standstill Agreement and a Confidentiality Agreement with the Issuer. In addition, on October 7, 2015, Carl C. Icahn issued a press release (the "Press Release") related to the Nomination and Standstill Agreement and Confidentiality Agreement with the Issuer. Copies of the Nomination and Standstill Agreement, Confidentiality Agreement and Press Release are filed herewith as exhibits and incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by adding the following:
The disclosure set forth above in Item 4 is incorporated herein by reference.
Put Options
The Reporting Persons have sold, in the over the counter market, European−style put options referencing an aggregate of 4,000,000 Shares, which expire on December 18, 2015.
The agreements provide for physical settlement. These agreements do not give the Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which these agreements relate.
Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
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1.
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Nomination and Standstill Agreement between the Reporting Persons and the Issuer (incorporated by reference to Exhibit 10.1 to the Form 8−K filed by the Issuer with the Securities and Exchange Commission on October 7, 2015).
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2.
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Confidentiality Agreement between the Reporting Persons and the Issuer (incorporated by reference to Exhibit 10.2 to the Form 8−K filed by the Issuer with the Securities and Exchange Commission on October 7, 2015).
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3.
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Press Release issued by Carl C. Icahn
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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: October 7, 2015
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Amendment No. 3 to Schedule 13D – Freeport-McMoRan Inc.]
Exhibit 3
FOR IMMEDIATE RELEASE
Contact: Susan Gordon: (212) 702-4309
CARL ICAHN RELEASES STATEMENT ON
AGREEMENT WITH FREEPORT-MCMORAN
New York, New York, October 7, 2015 – Today Carl C. Icahn released the following statement regarding Freeport-McMoRan Inc. (NYSE: FCX):
We have had a number of contacts with representatives of Freeport over the past few weeks and commend the board for adopting a number of our recommendations, such as reducing the number of directors to 11 and providing us with 2 representatives on the board, as well as representation on the board of Freeport's oil and gas subsidiary. We also believe that Freeport stockholders generally will benefit from our agreement, which restricts the ability of the company to implement a poison pill and permits our representatives to resign from the board at any time and be free of any restrictions. To preempt criticism that we were willing to accept only a small minority position on the board, I should point out that in many of the situations just over the last few years, where we accepted only small minority positions, shareholder value has been greatly enhanced. Several examples are Forest Labs, Hain Celestial, Hologic, Mentor Graphics, Take Two Interactive, Herbalife, eBay, etc., etc. I could go on, but I believe the point is made. I hope and believe that we will work with Freeport's board to enhance value as we have done with so many others in the past.
Follow me on twitter: @Carl_C_Icahn