East Dubuque Nitrogen Partners (RNF) Form 4 Rentech Nitrogen 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

767 FIFTH AVE., SUITE 4700

(Street)

NEW YORK NY 10153

(City) (State) (Zip)

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

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)
03/21/2016

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	03/21/2016		P		93,700	A	$10.04	93,700(1)(2)	I	please see all footnotes(1)(2)(3)(4)(5)
Common Units	03/22/2016		P		81,660	A	$10.49	175,360(1)(2)	I	please see all footnotes(1)(2)(3)(4)(5)
Common Units	03/23/2016		P		132,417	A	$10.64	307,777(1)(2)	I	please all footnotes(1)(2)(3)(4)(5)

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

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. 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).

5. 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.

	CARL C. ICAHN	03/23/2016
	** Signature of Reporting Person	Date
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