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Filing Details

Accession Number:: 0001140361-13-021866
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-20 17:17:55
Reporting Period:: 2013-05-20

Filing Date:: 2013-05-20
Accepted Time:: 2013-05-20 17:17:55
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1558785	Cvr Refining Lp	CVRR	Petroleum Refining (2911)	371702463

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
921669	C Carl Icahn	C/O Icahn Associates Holding Llc 767 Fifth Ave., Suite 4700 New York NY 10153		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units	Disposition	2013-05-20	12,000,000	$29.83	112,000,000	No	4	D	Indirect	please see footnotes
Common Units	Acquisiton	2013-05-20	2,000,000	$30.75	112,000,000	No	4	P	Indirect	please see footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Indirect	please see footnotes
No	4	P	Indirect	please see footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units	Call Option (obligaiton to sell)	Disposition	2013-05-20	1,800,000	$0.00	0	$29.83

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		2013-06-13	No	4	J	Indirect

Footnotes

CVR Refining Holdings, LLC, a Delaware limited liability company ("Holdings"), is (i) the direct beneficial owner of 105,988,000 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 subsidiary, CVR Refining Holdings Sub, LLC ("Holdings Sub").
Holdings 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. Icahn Enterprises L.P., a Delaware limited partnership ("IEP"), through subsidiaries is the beneficial owner of (i) 6,000,000 Common Units (including the 2,000,000 Common Units purchased as described in footnote (6) below) and (ii) approximately 82% 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 90.5% of the outstanding depositary units representing limited partnership interests in IEP.
Each 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 Act) 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. 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 Act) the Common Units which IEP beneficially owns. Mr. Icahn disclaims beneficial ownership of such Common Units except to the extent of his pecuniary interest therein.
Does not include 20,000 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.
Holdings disposed of these Common Units to the Issuer in connection with the Issuer's public offering of Common Units which closed on May 20, 2013 (the "Offering"). This disposition to the Issuer was exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16-3(e) thereunder.
Icahn Enterprises through subsidiaries purchased these Common Units from Holdings in a privately negotiated transaction conducted concurrently with the Offering.
Under the underwriting agreement entered into in connection with the Offering, the Issuer granted the underwriters a 30-day over-allotment option to purchase additional Common Units. Holdings incurred a conditional obligation to deliver Common Units to the Issuer equal to the number of Common Units purchased by the underwriters upon exercise of such over-allotment option. Holdings' disposition of such Common Units to the Issuer is exempt from the operation of Section 16(b) of the Exchange Act pursuant to Rule 16-3(e) thereunder.