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Filing Details

Accession Number:: 0001140361-16-058856
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-03-23 17:13:06
Reporting Period:: 2016-03-21

Filing Date:: 2016-03-23
Accepted Time:: 2016-03-23 17:13:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1525998	Rentech Nitrogen Partners L.p.	RNF	()	NY

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		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units	Acquisiton	2016-03-21	93,700	$10.04	93,700	No	4	P	Indirect	please see all footnotes
Common Units	Acquisiton	2016-03-22	81,660	$10.49	175,360	No	4	P	Indirect	please see all footnotes
Common Units	Acquisiton	2016-03-23	132,417	$10.64	307,777	No	4	P	Indirect	please all footnotes

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

Footnotes

On 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").
Mr. 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.
CVR 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.
CVI 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).
In 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.