Icahn Carl C Et Al Form 4 Delek US / 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 ENTERPRISES L.P.

16690 COLLINS AVENUE - PENTHOUSE SUITE

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Delek US Holdings, Inc. [ DK ]

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)
05/26/2021

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 Stock, par value $.01 per share ("Shares")	05/26/2021		J		3,078,255	D	$0.00	7,461,625	I	Please see footnotes(1)(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 ENTERPRISES L.P.

16690 COLLINS AVENUE - PENTHOUSE SUITE

(Street)

SUNNY ISLES BEACH FL 33160

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CVR ENERGY INC

(Last) (First) (Middle)

2277 PLAZA DRIVE, SUITE 500

(Street)

SUGARLAND TX 77479

(City) (State) (Zip)

Explanation of Responses:

1. CVR Energy, Inc. ("CVI") directly beneficially owned 10,539,880 Shares prior to announcing a special dividend whereby CVI would distribute pro rata to its stockholders all of the 10,539,880 Shares. Although the distribution date for the 10,539,880 Shares will be June 10, 2021, the record date to determine which CVI stockholders would receive the special dividend was May 26, 2021. Accordingly, as a result of Energy Holding (as defined below) ownership in CVI, the indirect beneficial ownership of each of the reporting persons other than CVI will be reduced by 3,078,255 Shares as a result of CVI's special dividend to distribute the 10,539,880 Shares to its stockholders. Accordingly, Energy Holding will directly beneficially own 7,461,625 Shares upon completion of the distribution.

2. IEP Energy Holding LLC ("Energy Holding") holds approximately 71% of the outstanding common stock of 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 Energy Holding. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings.

3. Beckton is 100 percent owned by Carl C. Icahn. In addition, Mr. Icahn is the indirect holder of approximately 92.0% 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. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by CVI.

4. Each of CVI, AEP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Energy Holding directly beneficially owns. Each of CVI, AEP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

Remarks:

	Carl C. Icahn	05/28/2021
	CVR Energy, Inc., By: /s/ Tracy Jackson, Name: Tracy Jackson, Title: Chief Financial Officer	05/28/2021
	** Signature of Reporting Person	Date
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