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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001539497-22-000021 0000921669 XXXXXXXX LIVE 4 Common Stock, $0.01 par value 06/17/2025 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 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001322825 N Icahn Offshore LP OO N DE 0.00 0.00 0.00 0.00 0.00 N 0 PN 0001313666 N Icahn Partners LP OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 PN 0001322826 N Icahn Onshore LP OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 PN 0001412093 N Icahn Capital LP OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 PN 0001412091 N IPH GP LLC OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 OO 0001034563 N Icahn Enterprises Holdings L.P. OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 PN 0001257324 N Icahn Enterprises G.P. Inc. OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 CO 0001080113 N Beckton Corp. OO N DE 0.00 0.00 0.00 0.00 0.00 N 0.00 CO 0000921669 N Carl C. Icahn OO N FL 0.00 0.00 0.00 0.00 0.00 N 0.00 IN Common Stock, $0.01 par value DANA INC 3939 TECHNOLOGY DRIVE MAUMEE OH 43537 This statement constitutes Amendment No. 4 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. On June 17, 2025, the Reporting Persons entered into a Block Trade Purchase Agreement (the "Purchase Agreement") with the Issuer pursuant to which the Reporting Persons agreed to sell to the Issuer an aggregate of 14,286,505 Shares, at a price of $17.58 per share. In accordance with the terms of the Nomination Agreement, the two Icahn Designees (as such term is defined in the Nomination Agreement) resigned from the Issuer's board of directors effective as of June 17, 2025. In connection with the transactions contemplated by the Purchase Agreement, the Issuer and the Reporting Persons mutually agreed to terminate the Nomination Agreement effective as of June 17, 2025. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed herewith as an exhibit and is incorporated herein by reference. As a result of the transactions reported in this Schedule 13D, the Reporting Persons may be deemed to beneficially own 0 Shares. As a result of the transactions reported in this Schedule 13D, the Reporting Persons may be deemed to beneficially own 0 Shares. Pursuant to the terms of the Purchase Agreement, on June 17, 2025, Icahn Partners LP agreed to sell 8,350,358 Shares and Icahn Partners Master Fund LP agreed to sell 5,936,147 Shares, in each case at a price of $17.58 per share, to the Issuer. As a result of the transactions reported in this Schedule 13D, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares and are no longer subject to the reporting requirements of Rule 13d-1(a) of the Exchange Act. The information set forth above in Item 4 is incorporated herein by reference. Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibit: 1. Block Trade Purchase Agreement, dated June 17, 2025, between the Reporting Persons and the Issuer. Icahn Partners Master Fund LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 06/18/2025 Icahn Offshore LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 06/18/2025 Icahn Partners LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 06/18/2025 Icahn Onshore LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 06/18/2025 Icahn Capital LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 06/18/2025 IPH GP LLC /s/ Ted Papapostolou Ted Papapostolou / Chief Financial Officer 06/18/2025 Icahn Enterprises Holdings L.P. /s/ Ted Papapostolou Ted Papapostolou / Chief Financial Officer 06/18/2025 Icahn Enterprises G.P. Inc. /s/ Ted Papapostolou Ted Papapostolou / Chief Financial Officer 06/18/2025 Beckton Corp. /s/ Ted Papapostolou Ted Papapostolou / Vice President 06/18/2025 Carl C. Icahn /s/ Carl C. Icahn Carl C. Icahn 06/18/2025