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 American Railcar Industries, Inc. [ARII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ICAHN ASSOCIATES HOLDING LLC, 767 FIFTH AVE., 47TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 12/05/2018 (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 Common Stock, $0.01 par value per share 12/05/2018   D(1)(2)   11,871,268 D $ 70 (1) (2) 0 I (1) (2) See footnotes (1) (2)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ICAHN CARL C C/O ICAHN ASSOCIATES HOLDING LLC 767 FIFTH AVE., 47TH FLOOR NEW YORK, NY 10153
ICAHN ENTERPRISES HOLDINGS L.P. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601
IEH ARI HOLDINGS LLC 767 FIFTH AVE., 47TH FLOOR NEW YORK, NY 10153
ICAHN ENTERPRISES G.P. INC. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601
BECKTON CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS, NY 10601
AMERICAN ENTERTAINMENT PROPERTIES CORP. 767 FIFTH AVE., 47TH FLOOR NEW YORK, NY 10153
ICAHN BUILDING LLC 767 FIFTH AVE., 47TH FLOOR NEW YORK, NY 10153

Signatures

IEH ARI HOLDINGS LLC By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer		12/06/2018
**Signature of Reporting Person		Date
AMERICAN ENTERTAINMENT PROPERTIES CORP. By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer		12/06/2018
**Signature of Reporting Person		Date
ICAHN BUILDING LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer		12/06/2018
**Signature of Reporting Person		Date
ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer		12/06/2018
**Signature of Reporting Person		Date
ICAHN ENTERPRISES G.P. INC. By: /s/ SungHwan Cho Name: SungHwan Cho Title: Chief Financial Officer		12/06/2018
**Signature of Reporting Person		Date
BECKTON CORP. By: /s/ Irene March Name: Irene March Title: Authorized Signatory		12/06/2018
**Signature of Reporting Person		Date
CARL C. ICAHN /s/ Carl C. Icahn		12/06/2018
**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)	On December 5, 2018, the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 22, 2018, by and between American Railcar Industries, Inc. ("ARI") and STL Parent Corp. were completed. Pursuant to the Merger Agreement, Merger Sub was merged with and into ARI, with ARI continuing as the surviving corporation after the Merger. Immediately prior to the consummation of the Merger, IEH ARI Holdings LLC, an entity that is indirectly controlled by Mr. Icahn ("IEH"), was the record holder of 11,871,268 shares of ARI's common stock, $0.01 par value per share (the "Shares"). Pursuant to the terms of the Merger Agreement, all of the outstanding Shares of ARI, including those held by IEH, were converted into the right to receive the merger consideration of $70.00 per Share.
(2)	Accordingly, as a result of the Merger, the Reporting Persons no longer hold any Shares.

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