CVR Energy Inc.

01/10/2025 | Press release | Distributed by Public on 01/10/2025 16:26

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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
CVR ENERGY INC [CVI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ICAHN ASSOCIATES HOLDING LLC, 16690 COLLINS AVENUE, PH-1 		3. Date of Earliest Transaction (Month/Day/Year)
01/08/2025
(Street)
SUNNY ISLES BEACH, FL 33160 		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 ( 01/08/2025 P 878,212 A $18.25 67,570,593 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 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
16690 COLLINS AVENUE, PH-1
SUNNY ISLES BEACH, FL 33160 		X
IEP Energy Holding LLC
16690 COLLINS AVENUE, PH-1
SUNNY ISLES BEACH, FL 33160 		X
ICAHN ENTERPRISES HOLDINGS L.P.
16690 COLLINS AVENUE, PH-1
SUNNY ISLES BEACH, FL 33160 		X

Signatures

/s/ Carl C. Icahn 01/10/2025
**Signature of Reporting Person Date
/s/ Ted Papapostolou, for IEP Energy Holding LLC, By: Ted Papapostolou, its Chief Financial Officer 01/10/2025
**Signature of Reporting Person Date
/s/ Ted Papapostolou, for Icahn Enterprises Holdings L.P., By: Ted Papapostolou, its Chief Financial Officer 01/10/2025
**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) This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") and IEP Energy Holding LLC ("IEP Energy Holding" and, collectively with Mr. Icahn and Icahn Enterprises Holdings L.P., the "Reporting Persons"). These Shares were acquired pursuant to the tender offer by Icahn Enterprises Holdings, together with its direct and indirect subsidiaries, commenced on December 6, 2024, as amended, for up to 17,753,322 Shares, which expired on January 8, 2025. The purchase price per share was $18.25.
(2) Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of each of Icahn Enterprises L.P. ("Icahn Enterprises") and Icahn Enterprises Holdings. Icahn Enterprises Holdings is the sole stockholder of AEPC Holdings LLC ("AEPC"), which is the sole stockholder of American Entertainment Properties Corp. ("AEP"). AEP is the sole member of IEP Energy Holding LLC.
(3) Mr. Icahn is the sole stockholder of Beckton. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the indirect holder of approximately 86% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises. Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings.
(4) Each of Icahn Enterprises Holdings, AEPC, AEP, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of the Shares except to the extent of his or its pecuniary interest therein, if any.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.