SEC Form 4 · accession 0001140361-16-058856
Rentech Nitrogen Partners, L.P. · RNF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl C Icahn
10% Owner
Period of report
Mar 21, 2016
Accepted (ET)
Mar 23, 2016 · 5:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001525998
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2,F3,F4,F5 | Mar 21, 2016 | P | 93,700 | $10.04 | A | 93,700 | I | please see all footnotes |
| Common UnitsF1,F2,F3,F4,F5 | Mar 22, 2016 | P | 81,660 | $10.49 | A | 175,360 | I | please see all footnotes |
| Common UnitsF1,F2,F3,F4,F5 | Mar 23, 2016 | P | 132,417 | $10.64 | A | 307,777 | I | please all footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 9, 2015, CVR Partners, LP ("CVR Partners"), Rentech, Inc., Rentech Nitrogen Holdings, Inc. and DSHC, LLC entered into a Voting and Support Agreement (the "Voting Agreement"). As a result of certain provisions contained in the Voting Agreement, Carl C. Icahn ("Mr. Icahn") may be deemed to have beneficial ownership of an aggregate of 23,250,000 Common Units that are covered by the Voting Agreement, which represent approximately 59.6% of the Issuer's total outstanding Common Units based on 38,985,364 Common Units reported outstanding as of February 29, 2016, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2Mr. Icahn does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Common Units subject to the Voting Agreement, and the filing of this Form 4 shall not be construed as an admission that Mr. Icahn is the beneficial owner of any securities reported in this Form 4 which beneficial ownership is hereby expressly disclaimed.
- F3CVR Energy, Inc. ("CVI") directly beneficially owns 307,777 Common Units. Pursuant to the Agreement and Plan of Merger by and among CVR Partners, Lux Merger Sub 1 LLC, Lux Merger Sub 2 LLC, the Issuer and Rentech Nitrogen GP, LLC, dated as of August 9, 2015 (the "Merger Agreement"), any Common Units held of record by an affiliate of CVR Partners and specified in writing by CVR Partners shall remain outstanding as Common Units following the effective time of the mergers contemplated by the Merger Agreement (collectively, the "Merger"). As a result, these Common Units beneficially owned by CVI will remain outstanding following the effective time of the Merger, and CVI will not receive any merger consideration in the Merger for these Common Units.
- F4CVI is the sole stockholder of Coffeyville Refining & Marketing Holdings, Inc., which is the sole stockholder of Coffeyville Refining & Marketing, Inc., which is the manager of Coffeyville Resources, LLC, which is the sole member of CVR GP, LLC, which is the general partner of CVR Partners. IEP Energy LLC holds approximately 82.0% of the outstanding common stock of CVI. Icahn Enterprises Holdings L.P. is the sole member of Icahn Building LLC, which is the sole stockholder of American Entertainment Properties Corp., which is the sole member of IEP Energy Holding LLC, which is the sole member of IEP Energy LLC. Beckton Corp. is the sole stockholder of Icahn Enterprises G.P. Inc., which is the general partner of Icahn Enterprises Holdings L.P. Mr. Icahn is the sole stockholder of Beckton Corp. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the entities detailed in this Footnote (4).
- F5In addition, Mr. Icahn is the indirect holder of approximately 89.0% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. as of February 29, 2016, and Icahn Enterprises G.P. Inc. is the general partner of Icahn Enterprises L.P., which is the sole limited partner of Icahn Enterprises Holdings L.P.