SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.5)*
Biogen Idec Inc.
(Name of Issuer)
Common Stock, Par Value $0.0005
(Title of Class of Securities)
09062X103
(CUSIP Number)
Marc Weitzen, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 21, 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
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
1,645,051
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,645,051
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,051
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.68%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
1,645,051
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,645,051
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,051
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.68%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
1,645,051
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,645,051
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,645,051
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.68%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 09062X103
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
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,721,425
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,721,425
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,721,425
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.13%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
932,988
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
932,988
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
932,988
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.39%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
405,946
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
405,946
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
405,946
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.17%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
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
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
4,060,359
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,060,359
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,060,359
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.68%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
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
WC
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
2,519,846
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,519,846
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,519,846
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.04%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
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
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
2,519,846
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,519,846
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,519,846
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.04%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
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
WC
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
6,580,205
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,580,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,580,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.72%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
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
WC
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
6,580,205
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,580,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,580,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.72%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 09062X103
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
WC
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
6,580,205
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,580,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,580,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.72%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
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
WC
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
6,580,205
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,580,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,580,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.72%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 09062X103
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
WC
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
6,580,205
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,580,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,580,205
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.72%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 09062X103
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
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
8,225,256
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,225,256
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,225,256
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.40%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
August 11, 2008 by the Reporting Persons (together with the amendments, the
"Schedule 13D") with respect to the shares of Common Stock, par value $0.0005
(the "Shares"), issued by Biogen Idec Inc. (the "Issuer"), as amended by
amendment number one to the Schedule 13D filed on February 6, 2009, as amended
by amendment number two to the Schedule 13D filed on January 28, 2010, as
amended by amendment number three to the Schedule 13D filed on March 20, 2010,
and as amended by amendment number four to the Schedule 13D filed on May 20,
2011, is hereby further amended to furnish the additional information set forth
herein. This fifth amendment to Schedule 13D reports that the Reporting Persons
ceased to be the beneficial owner of more than five percent (5%) of the Shares
on June 21, 2011. All capitalized terms contained herein but not otherwise
defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its
entirety with the following:
The Reporting Persons hold, in the aggregate, 8,225,256 Shares. The
aggregate purchase price of the Shares currently owned by the Reporting Persons
collectively was $402,586,237 (including commissions). The source of funding for
the purchase of these Shares was the general working capital of the respective
purchasers. The Shares are held by the Reporting Persons in margin accounts
together with other securities. Such margin accounts may from time to time have
debit balances. Part of the purchase price of the Shares purchased by the
Reporting Persons was obtained through margin borrowing. The Shares purchased by
the Reporting Persons are maintained in margin accounts that include positions
in securities in addition to Shares.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by replacing it in its
entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 8,225,256 Shares, representing approximately 3.40% of the Issuer's
outstanding Shares (based upon the 241,632,189 Shares stated to be outstanding
as of April 18, 2011 by the Issuer in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission for the quarterly period ended March 31,
2011).
(b) High River has sole voting power and sole dispositive power with regard
to 1,645,051 Shares. Each of Hopper, Barberry and Carl C. Icahn has shared
voting power and shared dispositive power with regard to such Shares. Icahn
Master has sole voting power and sole dispositive power with regard to 2,721,425
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 Master II has sole voting
power and sole dispositive power with regard to 932,988 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 Master III has sole voting power and sole
dispositive power with regard to 405,946 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 2,519,846 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.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which High
River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and
Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own
(as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn
Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(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. Except
as otherwise noted below, all such transactions were sales of Shares effected in
the open market, and the table includes commissions paid in per share prices.
Name of Date No. of Sales
Reporting of Shares Proceeds Per
Person Transaction Sold Shares (US$)
--------- ----------- ------ ------------
High River 04/27/2011 100,000.00 99.60
High River 04/28/2011 128,573.00 99.03
High River 04/29/2011 51,313.00 98.94
High River 05/02/2011 53,929.00 98.78
High River 05/03/2011 6,593.00 98.74
High River 05/09/2011 32,592.00 98.45
High River 05/10/2011 3,000.00 97.99
High River 05/12/2011 24,000.00 97.95
High River 05/13/2011 13,549.00 98.04
High River 05/17/2011 7,146.00 97.89
High River 05/18/2011 8,064.00 97.89
High River 05/19/2011 3,851.00 98.30
High River 05/20/2011 96,638.00 97.88
High River 06/20/2011 200,000.00 98.70
High River 06/21/2011 275,752.00 99.55
High River 06/22/2011 565,000.00 99.52
Icahn Partners 04/29/2011 2,378.00 98.94
Icahn Partners 05/02/2011 103,090.00 98.78
Icahn Partners 05/03/2011 10,763.00 98.74
Icahn Partners 05/09/2011 53,209.00 98.45
Icahn Partners 05/10/2011 4,898.00 97.99
Icahn Partners 05/12/2011 39,182.00 97.95
Icahn Partners 05/13/2011 22,120.00 98.04
Icahn Partners 05/17/2011 11,668.00 97.89
Icahn Partners 05/18/2011 13,164.00 97.89
Icahn Partners 05/19/2011 6,287.00 98.30
Icahn Partners 05/20/2011 151,617.00 97.88
Icahn Partners 06/20/2011 306,782.00 98.70
Icahn Partners 06/21/2011 422,390.00 99.55
Icahn Partners 06/22/2011 865,453.00 99.52
Icahn Master 04/27/2011 400,000.00 99.60
Icahn Master 04/28/2011 492,942.00 99.03
Icahn Master 04/29/2011 150,474.00 98.94
Icahn Master 05/02/2011 65,690.00 98.78
Icahn Master 05/03/2011 11,620.00 98.74
Icahn Master 05/09/2011 57,444.00 98.45
Icahn Master 05/10/2011 5,287.00 97.99
Icahn Master 05/12/2011 42,300.00 97.95
Icahn Master 05/13/2011 23,882.00 98.04
Icahn Master 05/17/2011 12,595.00 97.89
Icahn Master 05/18/2011 14,212.00 97.89
Icahn Master 05/19/2011 6,787.00 98.30
Icahn Master 05/20/2011 163,683.00 97.88
Icahn Master 06/20/2011 329,602.00 98.70
Icahn Master 06/21/2011 456,179.00 99.55
Icahn Master 06/22/2011 934,685.00 99.52
Icahn Master II 04/28/2011 21,349.00 99.03
Icahn Master II 04/29/2011 52,402.00 98.94
Icahn Master II 05/02/2011 46,936.00 98.78
Icahn Master II 05/03/2011 3,989.00 98.74
Icahn Master II 05/09/2011 19,714.00 98.45
Icahn Master II 05/10/2011 1,815.00 97.99
Icahn Master II 05/12/2011 14,518.00 97.95
Icahn Master II 05/13/2011 8,196.00 98.04
Icahn Master II 05/17/2011 4,322.00 97.89
Icahn Master II 05/18/2011 4,878.00 97.89
Icahn Master II 05/19/2011 2,329.00 98.30
Icahn Master II 05/20/2011 56,176.00 97.88
Icahn Master II 06/20/2011 114,635.00 98.70
Icahn Master II 06/21/2011 156,392.00 99.55
Icahn Master II 06/22/2011 320,438.00 99.52
Icahn Master III 05/20/2011 15,076.00 97.88
Icahn Master III 06/20/2011 48,981.00 98.70
Icahn Master III 06/21/2011 68,047.00 99.55
Icahn Master III 06/22/2011 139,424.00 99.52
(d) Not applicable.
(e) On June 21, 2011, the Reporting Persons ceased to be the beneficial
owner of more than five percent of the Shares.
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: June 22, 2011
HIGH RIVER LIMITED PARTNERSHIP
HOPPER INVESTMENTS LLC
BARBERRY CORP.
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
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
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Schedule 13D, Amendment No. 5 - Biogen Idec Inc.]