SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Motorola Mobility Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
620097105
(CUSIP Number)
Keith Schaitkin, 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)
July 20, 2011
(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. 1 to the Schedule 13D relating to
the Common Stock, par value $0.01 (the "Shares"), issued by Motorola Mobility
Holdings, Inc. (the "Issuer"). The address of the principal executive offices of
the Issuer is 600 North US Highway 45, Libertyville, Illinois 60048.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following:
On July 20th and 21st, 2011, the Reporting Persons discussed with the
Issuer their view that the Issuer should explore alternatives regarding its
patent portfolio to enhance shareholder value. The Reporting Persons believe
that the Issuer's patent portfolio, which is substantially larger than Nortel
Networks' and includes numerous patents concerning 4G technologies, has
significant value. In addition, there may be multiple ways to realize such value
given the current heightened market demand for intellectual property in the
mobile telecommunications industry. The Reporting Persons intend to have further
discussions with the Issuer.
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: July 21, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III 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: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
IPH GP LLC
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Daniel A. Ninivaggi
-------------------------
Name: Daniel A. Ninivaggi
Title: President
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN