Jeffrey D. Conaway Form 4 CVR ENERGY / Jeffrey D. Conaway 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^*

Conaway Jeffrey D.

(Last) (First) (Middle)

C/O CVR ENERGY, INC.

2277 PLAZA DRIVE, SUITE 500

(Street)

SUGAR LAND TX 77479

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CVR ENERGY INC [ CVI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, CAO & Corp. Controller

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2022

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 Stock(1)	08/17/2022		M		465	A	$0(2)	465	D
Common Stock(1)	08/17/2022		D		465	D	$32.04(3)	0	D
Common Stock(4)	12/14/2022		M		2,445	A	$0(2)	2,445	D
Common Stock(4)	12/14/2022		D		2,445	D	$32.42(3)	0	D
Common Stock(5)	12/14/2022		M		2,805	A	$0(2)	2,805	D
Common Stock(5)	12/14/2022		D		2,805	D	$32.42(3)	0	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
Incentive Units(1)	(2)	08/17/2022		M			465	(1)	(6)	Common Stock	465	$0(2)	465	D
Incentive Units(4)	(2)	12/14/2022		M			2,445	(4)	(6)	Common Stock	2,445	$0(2)	2,444	D
Incentive Units(5)	(2)	12/14/2022		M			2,805	(5)	(6)	Common Stock	2,805	$0(2)	5,608	D
Incentive Units(7)	(2)	12/14/2022		A		4,468		(7)	(6)	Common Stock	4,468	$0(2)	4,468	D

Explanation of Responses:

1. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. on August 19, 2020. These Incentive Units vest ratably in three annual installments in August of each year following the grant date, subject to the terms and conditions of the award agreement.

2. Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days preceding the vest date.

3. This price represents the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days preceding the vest date.

4. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. on December 9, 2020. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms and conditions of the award agreement.

5. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 8, 2021. These Incentive 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 Incentive Units expire immediately upon vest.

7. The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2022. These Incentive 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:

	/s/ Jeffrey D. Conaway	12/16/2022
	** 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 4 (b)(v).
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