SEC Form 4 · accession 0001104659-18-048757
CVR Refining, LP · CVRR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl C Icahn
10% Owner
Period of report
Aug 1, 2018
Accepted (ET)
Aug 1, 2018 · 4:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001558785
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF6,F1,F2,F3,F4,F5 | Aug 1, 2018 | J | 21,625,106 | — | A | 124,690,870 | I | Please see all footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1CVR Refining Holdings, LLC, a Delaware limited liability company ("Holdings"), is (i) the direct beneficial owner of 97,303,764 common units representing limited partner interests of the Issuer (the "Common Units") and (ii) the indirect beneficial owner of 12,000 Common Units owned of record by its wholly owned subsidiary, CVR Refining Holdings Sub, LLC ("Holdings Sub").
- F2Holdings is the sole member of CVR Refining GP, LLC, a Delaware limited liability company which serves as the general partner of the Issuer (the "General Partner"). CVR Energy, Inc., a Delaware corporation ("CVR"), through subsidiaries is the beneficial owner of Holdings and the direct beneficial owner of 21,625,106 Common Units. Icahn Enterprises L.P., a Delaware limited partnership ("IEP"), through subsidiaries is the beneficial owner of (i) 5,750,000 Common Units and (ii) approximately 70.8% of the outstanding shares of common stock of CVR. Carl C. Icahn through subsidiaries is the beneficial owner of (i) the general partner of IEP and (ii) approximately 91.3% of the outstanding depositary units representing limited partnership interests in IEP.
- F3Each of the General Partner, CVR and IEP (by virtue of their relationship to Holdings and Holdings Sub) and Mr. Icahn (by virtue of his relationship to IEP) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the Common Units which Holdings and Holdings Sub beneficially own. Each of the General Partner, CVR, IEP and Mr. Icahn disclaims beneficial ownership of such Common Units except to the extent of their pecuniary interest therein.
- F4Mr. Icahn (by virtue of his relationship to IEP) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Units which IEP and CVR beneficially owns and IEP (by virtue of its relationship with CVR) may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Units which CVR beneficially owns. Each of Mr. Icahn and IEP disclaim beneficial ownership of such Common Units except to the extent of his pecuniary interest therein.
- F5Does not include 12,000 Common Units owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn (by virtue of his relationship to Ms. Golden) may be deemed to beneficially own such Common Units. Mr. Icahn disclaims beneficial ownership of such Common Units for all purposes.
- F6On August 1, 2018, CVR acquired 21,625,106 Common Units pursuant to its offer to exchange each Common Unit validly tendered and not properly withdrawn in the exchange offer for 0.6335 shares of CVR common stock, upon the terms and subject to the conditions set forth in the prospectus/offer to exchange and the related letter of transmitted filed by CVR with the Securities and Exchange Commission on May 29, 2018. The market value of the transaction consideration was $23.96 per Common Unit, based on the trading price of the CVR common stock as of the expiration of the exchange offer on July 27, 2018.