SEC Info - Barberry Corp., et al. - ‘4’ for 6/30/11 re: Xo Holdings Inc.

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ICAHN CARL C

2. Issuer Name and Ticker or Trading Symbol
XO HOLDINGS INC [XOHO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Chairman of the Board

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES CORP., 767 FIFTH AVE., SUITE 4700

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2011

(Street)

NEW YORK, NY 10153

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
9.5% Class Perpetual Preferred Stock	06/30/2011		J		0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	A	$ 0 ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾	225,000	I	please see footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

7% Class B Convertible Preferred Stock

$1.5 ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

06/30/2011

0 ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

Common Stock

453,716,974

$ 0 ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

555,000

please see footnotes ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ICAHN CARL C C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 NEW YORK, NY 10153	X	X		Chairman of the Board
ACF INDUSTRIES HOLDING CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601		X
BUFFALO INVESTORS CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601		X
ARNOS CORP 9017 S. PECOS ROAD SUITE 4350 HENDERSON, NV 89074		X
Hopper Investments LLC 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601		X
HIGHCREST INVESTORS CORP C/O ICAHN ASSOCIATES CORP. 767 5TH AVENUE, SUITE 4700 NEW YORK, NY 10153		X
STARFIRE HOLDING CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601		X
BARBERRY CORP. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601		X
UNICORN ASSOCIATES CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601		X

Signatures

CARL C. ICAHN		07/01/2011
^**Signature of Reporting Person		Date
ACF INDUSTRIES HOLDING CORP.		07/01/2011
^**Signature of Reporting Person		Date
HIGHCREST INVESTORS CORP.		07/01/2011
^**Signature of Reporting Person		Date
BUFFALO INVESTORS CORP.		07/01/2011
^**Signature of Reporting Person		Date
STARFIRE HOLDING CORP.		07/01/2011
^**Signature of Reporting Person		Date
ARNOS CORP.		07/01/2011
^**Signature of Reporting Person		Date
BARBERRY CORP.		07/01/2011
^**Signature of Reporting Person		Date
HOPPER INVESTMENTS LLC		07/01/2011
^**Signature of Reporting Person		Date
UNICORN ASSOCIATES CORP.		07/01/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	As of June 30, 2011, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 2.375% over March 31, 2011.
(2)	The Class C Preferred Stock is not convertible into shares of XO's Common Stock ("Common Stock") but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of June 30, 2011, ACF Industries Holding Corp. ("ACF Holding") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF Holding to 197,673,476 votes with the Common Stock.
(3)	Highcrest Investors Corp. ("Highcrest") may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("Buffalo") may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire Holding Corporation ("Starfire") may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.
(4)	Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Carl Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.
(5)	As of June 30, 2011, the liquidation preference of the Class B Preferred Stock increased by 1.75% over March 31, 2011. As of June 30, 2011, Arnos Corp. ("Arnos"), Arnos Sub Corp. ("Arnos Sub"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 25,130, 15,366, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 453,716,974 shares of Common Stock.
(6)	Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership.
(7)	Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Arnos may, by virtue of its ownership by 100%of the interest in Arnos Sub, be deemed to beneficially own the securities as to which Arnos Sub possesses direct beneficial ownership. Arnos disclaims beneficial ownership of such securities for all other purposes.
(8)	Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct or indirect beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF Holding may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect beneficial ownership.
(9)	ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership.
(10)	Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes.

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Barberry Corp., et al. – ‘4’ for 6/30/11 re: Xo Holdings Inc.

On: Friday, 7/1/11, at 4:03pm ET · For: 6/30/11 · As: Director, 10% Owner and Other · Accession #: 1140361-11-35141 · File #: 0-30900

Previous ‘4’: ‘4’ on 4/1/11 for 3/31/11 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

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Reporting Owners

Signatures

Explanation of Responses:

Barberry Corp., et al. – ‘4’ for 6/30/11 re: Xo Holdings Inc.

On: Friday, 7/1/11, at 4:03pm ET · For: 6/30/11 · As: Director, 10% Owner and Other · Accession #: 1140361-11-35141 · File #: 0-30900

Previous ‘4’: ‘4’ on 4/1/11 for 3/31/11 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents