FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ICAHN CARL C 		2. Issuer Name and Ticker or Trading Symbol

PEP BOYS MANNY MOE & JACK [ PBY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ICAHN ASSOCIATES CORP., 767 FIFTH AVE., SUITE 4700 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/3/2016
(Street)

NEW YORK, NY 10153
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
common stock, $1.00 per value ("Shares")   2/3/2016     P    39347282   A $18.50   45905365   (1) (4) I   please see all footnotes   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  IEP Parts Acquisition LLC ("IEP Parts"), a wholly owned subsidiary of Icahn Enterprises Holdings L.P. ('Icahn Enterprises Holdings"), accepted for payment and paid for 39,347,282 Shares validly tendered in a tender offer (including those tendered by notices of guaranteed delivery), related to the Merger (as defined below), which together with the 6,558,083 Shares that were directly beneficially owned by Icahn Enterprises Holdings and contributed to IEP Parts, represent the total of 45,905,365 Shares.
( 2)  Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises G.P."), which is the general partner of Icahn Enterprises Holdings.
( 3)  Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by Icahn Enterprises Holdings. Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Enterprises Holdings and IEP Parts may own. Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.
( 4)  All of the Shares were cancelled and retired in a merger of IEP Parts with and into PBY, with PBY as the surviving corporation and a wholly-owned subsidiary of Icahn Enterprises Holdings, on February 4, 2016 (the "Merger").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700
NEW YORK, NY 10153
X

ICAHN ENTERPRISES HOLDINGS L.P.
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
X


Signatures
Carl C. Icahn 2/5/2016
** Signature of Reporting Person Date

Icahn Enterprises Holdings L.P. 2/5/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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