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SCHEDULE 13D/A 0001539497-22-000021 0000921669 XXXXXXXX LIVE 3 Common Stock, $0.01 par value 01/23/2025 false 0000026780 235825205 DANA INC 3939 TECHNOLOGY DRIVE MAUMEE OH 43537 Jesse Lynn, Esq. (305) 422-4100 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach FL 33160 0001322827 N Icahn Partners Master Fund LP OO N DE 5936147.00 0.00 5936147.00 0.00 5936147.00 N 4.09 PN 0001322825 N Icahn Offshore LP OO N DE 0.00 5936147.00 0.00 5936147.00 5936147.00 N 4.09 PN 0001313666 N Icahn Partners LP OO N DE 8350358.00 0.00 8350358.00 0.00 8350358.00 N 5.76 PN 0001322826 N Icahn Onshore LP OO N DE 0.00 8350358.00 0.00 8350358.00 8350358.00 N 5.76 PN 0001412093 N Icahn Capital LP OO N DE 0.00 14286505.00 0.00 14286505.00 14286505.00 N 9.85 PN 0001412091 N IPH GP LLC OO N DE 0.00 14286505.00 0.00 14286505.00 14286505.00 N 9.85 OO 0001034563 N Icahn Enterprises Holdings L.P. OO N DE 0.00 14286505.00 0.00 14286505.00 14286505.00 N 9.85 PN 0001257324 N Icahn Enterprises G.P. Inc. OO N DE 0.00 14286505.00 0.00 14286505.00 14286505.00 N 9.85 CO 0001080113 N Beckton Corp. OO N DE 0.00 14286505.00 0.00 14286505.00 14286505.00 N 9.85 CO 0000921669 N Carl C. Icahn OO N FL 0.00 14286505.00 0.00 14286505.00 14286505.00 N 9.85 IN Common Stock, $0.01 par value DANA INC This statement constitutes Amendment No. 3 to the Schedule 13D (as amended, the "Schedule 13D") relating to shares of the common stock, par value $0.01 per share (the "Shares"), of Dana Incorporated, a Delaware corporation (the "Issuer"), and hereby amends the Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on December 28, 2021. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Item 4 of the Schedule 13D is hereby amended by adding the following at the end thereof: On January 23, 2025, the Reporting Persons, Messrs. Gary Hu, Steven Miller, Brett Icahn, and Christian Garcia enter into an Amendment (the "Amendment") to the Director Appointment and Nomination Agreement, dated as of January 7, 2022, by and among the Reporting Persons and the Issuer (the "Nomination Agreement"). Pursuant to the terms, and subject to the conditions of, the Amendment, each of Messrs. Hu and Miller resigned as members of the Board of Directors effective as of January 23, 2025. Each of Messrs. Brett Icahn and Garcia have been appointed to fill the vacancies created by the resignations of Messrs. Hu and Miller. The Issuer has agreed to nominate each of Messrs. Brett Icahn and Garcia, in their capacity as Icahn Designees, for election at the Issuer's 2025 annual meeting of stockholders. Pursuant to the terms of the Amendment, the Reporting Persons have agreed to a "standstill" to not take certain actions (i) until 30 days prior to the director nomination deadline for the Issuer's 2027 annual meeting of stockholders if certain business objectives are met and the Issuer nominates both Icahn Designees (or any replacement designees) for re-election at the Issuer's 2026 annual meeting of stockholders or (ii) until 30 days prior to the director nomination deadline for the Issuer's 2026 annual meeting of stockholders if certain business objectives are not met. Subject to the terms of the Amendment, the Icahn Designees will also be entitled to serve on existing and new committees of the Board. The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is included hereto as Exhibit 3. The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6. Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibit: 3. Amendment to Director Appointment and Nomination Agreement, dated as of January 23, 2025 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 23, 2025). Icahn Partners Master Fund LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 01/23/2025 Icahn Offshore LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 01/23/2025 Icahn Partners LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 01/23/2025 Icahn Onshore LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 01/23/2025 Icahn Capital LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 01/23/2025 IPH GP LLC /s/ Ted Papapostolou Ted Papapostolou / Chief Financial Officer 01/23/2025 Icahn Enterprises Holdings L.P. /s/ Ted Papapostolou Ted Papapostolou / Chief Financial Officer 01/23/2025 Icahn Enterprises G.P. Inc. /s/ Ted Papapostolou Ted Papapostolou / Chief Financial Officer 01/23/2025 Beckton Corp. /s/ Ted Papapostolou Ted Papapostolou / Vice President 01/23/2025 Carl C. Icahn /s/ CARL C. ICAHN CARL C. ICAHN 01/23/2025