CVR Partners (UAN) Form 4 CVR PARTNERS / CARL C ICAHN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

16690 COLLINS AVENUE, PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CVR PARTNERS, LP [ UAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2024

4. If Amendment, Date of 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

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 Units								3,892,000	I	Please see footnotes(1)(4)
Common Units	11/06/2024		P		9,382	A	$68.75	9,382	I	Please see footnotes(2)(3)(4)
Common Units	11/07/2024		P		22,260	A	$69.01	31,642	I	Please see footnotes(2)(3)(4)
Common Units	11/08/2024		P		23,910	A	$68.76	55,552	I	Please see footnotes(2)(3)(4)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

16690 COLLINS AVENUE, PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

IEP Energy Holding LLC

(Last) (First) (Middle)

16690 COLLINS AVENUE, PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AMERICAN ENTERTAINMENT PROPERTIES CORP.

(Last) (First) (Middle)

16690 COLLINS AVENUE, PH-1

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

Explanation of Responses:

1. Represents common units representing limited partner interests ("Common Units") of CVR Partners, LP held directly by CVR Services, LLC ("CVR Services"). CVR Services is a direct, wholly owned subsidiary of CVR Energy Holdings, Inc. ("CVR Energy Holdings"), which is a direct, wholly owned subsidiary of CVR Energy, Inc. ("CVI"). Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole stockholder of American Entertainment Properties Corp. ("AEP"), which is the sole member of IEP Energy Holding LLC, which together hold approximately 66% of the outstanding common stock of CVI.

2. Common Units directly held by AEP.

3. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. Carl C. 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 L.P. ("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 IEP Energy Holding, IEP Energy, AEP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of the Common Units except to the extent of his or its pecuniary interest therein, if any.

	/s/ Carl C. Icahn	11/08/2024
	/s/ Ted Papapostolou, for IEP Energy Holding LLC, By: Ted Papapostolou, its Chief Financial Officer	11/08/2024
	/s/ Ted Papapostolou, for American Entertainment Properties Corp., By: Ted Papapostolou, its Chief Financial Officer	11/08/2024
	** Signature of Reporting Person	Date
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