East Dubuque Nitrogen Partners (RNF) Form 3 Rentech Nitrogen Partners / CARL C ICAHN ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last) (First) (Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2015

3. Issuer Name and Ticker or Trading Symbol
Rentech Nitrogen Partners, L.P. [ RNF ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	0(1)(2)	I	please see all footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Carl C. Icahn ("Mr. Icahn") is filing this Form 3 solely due to the entry into the Voting and Support Agreement (the "Voting Agreement"), dated as of August 9, 2015, by and among CVR Partners, LP ("CVR Partners"), Rentech, Inc., Rentech Nitrogen Holdings, Inc. and DSHC, LLC. The Voting Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 9, 2015, by and among CVR Partners, Lux Merger Sub 1 LLC, Lux Merger Sub 2 LLC, the Issuer and Rentech Nitrogen GP, LLC.

2. As a result of certain provisions contained in the Voting Agreement, 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 59.7% of the Issuer's total outstanding Common Units based on 38,927,609 Common Units reported outstanding as of July 31, 2015, 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 units subject to the Voting Agreement, and the filing of this Form 3 shall not be construed as an admission that Mr. Icahn is the beneficial owner of any securities reported in this Form 3 which beneficial ownership is hereby expressly disclaimed.

3. CVR Energy, Inc. ("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 (3). In addition, Mr. Ica

Remarks:

	CARL C. ICAHN	08/19/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.