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1. Name and Address of Reporting Person
*
ICAHN CARL C
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2. Issuer Name
and
Ticker or Trading Symbol
MENTOR GRAPHICS CORP
[
MENT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
please see all footnotes
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(Last)
(First)
(Middle)
C/O ICAHN ASSOCIATES CORP., 767 FIFTH AVE., SUITE 4700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/15/2010
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(Street)
NEW YORK, NY 10153
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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High River Limited Partnership ("High River") directly beneficially owns 2,712,715 Shares (including shares underlying Call Options (as defined below)), Icahn Partners LP ("Icahn Partners") directly beneficially owns 4,126,930 Shares (including shares underlying Call Options), Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,669,249 Shares (including shares underlying Call Options), Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,392,042 Shares (including shares underlying Call Options), and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 662,643 Shares (including shares underlying Call Options).
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(
2)
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Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.
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(
3)
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Each of Barberry and 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 each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares (including shares underlying Call Options) which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) except to the extent of their pecuniary interest therein.
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(
4)
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Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares (including shares underlying Call Options) which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) except to the extent of their pecuniary interest therein.
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(
5)
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Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares (including shares underlying Call Options) which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares (including shares underlying Call Options) except to the extent of their pecuniary interest therein.
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(
6)
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High River directly beneficially owns 1,158,951 call options (the "Call Options"), Icahn Partners directly beneficially owns 1,865,503 Call Options, Icahn Master directly beneficially owns 2,001,920 Call Options, Icahn Master II directly beneficially owns 458,338 Call Options, and Icahn Master III directly beneficially owns 310,044 Call Options.
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(
7)
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High River directly wrote 1,158,951 European-style put options (the "Put Options"), Icahn Partners directly wrote 1,865,503 Put Options, Icahn Master directly wrote 2,001,920 Put Options, Icahn Master II directly wrote 458,338 Put Options, and Icahn Master III directly wrote 310,044 Put Options.
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(
8)
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The Call Options reference an aggregate of 5,794,756 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide for physical settlement. The Put Options reference an aggregate of 5,794,756 Shares, have an exercise price of $5.65, expire on June 7, 2012, and provide that they settle in cash.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ICAHN CARL C
C/O ICAHN ASSOCIATES CORP.
767 FIFTH AVE., SUITE 4700
NEW YORK, NY 10153
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X
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please see all footnotes
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HIGH RIVER LIMITED PARTNERSHIP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
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X
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ICAHN PARTNERS MASTER FUND LP
C/O WALKER HOUSE
87 MARY STREET
GEORGE TOWN, GRAND CAYMAN, E9 KY1-9001
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X
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ICAHN PARTNERS MASTER FUND II L.P.
C/O WALKER HOUSE
87 MARY STREET
GRAND CAYMAN, CAYMAN ISLANDS, E9 KY1-9001
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X
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ICAHN PARTNERS MASTER FUND III L.P.
C/O WALKER HOUSE
87 MARY STREET
GRAND CAYMAN, CAYMAN ISLANDS, E9 KY1-9001
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X
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ICAHN PARTNERS LP
445 HAMILTON AVENUE
SUITE 1210
WHITE PLAINS, NY 10601
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X
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