CVR Partners (UAN) Form 4 CVR PARTNERS / MARK A PYTOSH 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^*

PYTOSH MARK A

(Last) (First) (Middle)

C/O CVR PARTNERS, LP

2277 PLAZA DRIVE, SUITE 500

(Street)

SUGAR LAND TX 77479

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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(1)	12/14/2022		M		6,397	A	$0(2)	36,990	D
Common Units(1)	12/14/2022		D		6,397	D	$114.99(3)	30,593	D
Common Units(4)	12/14/2022		M		31,096	A	$0(2)	61,689	D
Common Units(4)	12/14/2022		D		31,096	D	$114.99(3)	30,593	D
Common Units(5)	12/14/2022		M		2,925	A	$0(2)	33,518	D
Common Units(5)	12/14/2022		D		2,925	D	$114.99(3)	30,593	D

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
Phantom Units(1)	(2)	12/14/2022		M			6,397	(1)	(6)	Common Units	6,397	$0(2)	0	D
Phantom Units(4)	(2)	12/14/2022		M			31,096	(4)	(6)	Common Units	31,096	$0(2)	31,096	D
Phantom Units(5)	(2)	12/14/2022		M			2,925	(5)	(6)	Common Units	2,925	$0(2)	5,849	D
Phantom Units(7)	(2)	12/14/2022		A		6,001		(7)	(6)	Common Units	6,001	$0(2)	6,001	D

Explanation of Responses:

1. The Phantom Units were awarded to the reporting person by CVR Partners, LP as compensation for services as an officer of its general partner, CVR GP, LLC, on December 13, 2019. These Phantom Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.

2. Each Phantom Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a common unit of CVR Partners, LP for the 10 trading days preceding the vest date.

3. This price represents the average closing price of a common unit of CVR Partners, LP for the 10 trading days preceding the vest date.

4. The Phantom Units were awarded to the reporting person by CVR Partners, LP as compensation for services as an officer of its general partner, CVR GP, LLC, on December 9, 2020. These Phantom Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.

5. The Phantom Units were awarded to the reporting person by CVR Partners, LP as compensation for services as an officer of its general partner, CVR GP, LLC, on December 8, 2021. These Phantom Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.

6. The Phantom Units expire immediately upon vest.

7. The Phantom Units were awarded to the reporting person by CVR Partners, LP as compensation for services as an officer of its general partner, CVR GP, LLC, on December 14, 2022. These Phantom Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.

Remarks:

Effective after market close on November 23, 2020, CVR Partners, LP effected a 1-for-10 reverse unit split, with proportionate adjustments to outstanding Phantom Unit Awards. Amounts presented in this Form 4 related to Awards made prior to such reverse unit split, reflect the reverse unit split and such proportionate adjustments.

	/s/ Mark A. Pytosh	12/16/2022
	** Signature of Reporting Person	Date
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