SEC FORM 4

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^*

Yemin Ezra Uzi

(Last)

(First)

(Middle)

7102 COMMERCE WAY

(Street)

BRENTWOOD

37027

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/08/2012		M		640,440⁽¹⁾	A	$8.57	1,284,449	D
Common Stock	08/08/2012		F		379,077⁽¹⁾	D	$23.95	905,372	D
Common Stock	08/08/2012		M		246,400⁽²⁾	A	$12.4	1,151,772	D
Common Stock	08/08/2012		F		170,886⁽²⁾	D	$23.95	980,886	D
Common Stock	08/08/2012		M		246,400⁽³⁾	A	$13.2	1,227,286	D
Common Stock	08/08/2012		F		176,116⁽³⁾	D	$23.95	1,051,170	D
Common Stock	08/08/2012		M		246,400⁽⁴⁾	A	$14	1,297,570	D
Common Stock	08/08/2012		F		181,347⁽⁴⁾	D	$23.95	1,116,223	D
Common Stock	08/08/2012		M		134,400⁽⁵⁾	A	$14.8	1,250,623	D
Common Stock	08/08/2012		F		101,769⁽⁵⁾	D	$23.95	1,148,854	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Right	$8.57	08/08/2012		M			640,440	⁽⁶⁾	⁽⁷⁾	Common Stock	640,440	$0	0	D
Stock Appreciation Right	$12.4	08/08/2012		M			246,400	03/31/2010	⁽⁷⁾	Common Stock	246,400	$0	0	D
Stock Appreciation Right	$13.2	08/08/2012		M			246,400	⁽⁸⁾	⁽⁷⁾	Common Stock	246,400	$0	0	D
Stock Appreciation Right	$14	08/08/2012		M			246,400	⁽⁹⁾	⁽⁷⁾	Common Stock	246,400	$0	0	D
Stock Appreciation Right	$14.8	08/08/2012		M			134,400	⁽¹⁰⁾	⁽⁷⁾	Common Stock	134,400	$0	112,000	D

Explanation of Responses:

1. 261,363 shares of Common Stock were issued to Mr. Yemin in connection with the net share settlement of 640,440 stock appreciation rights ("SARs"). 379,077 shares of Common Stock were withheld as a partial cashless exercise and to pay witholding taxes.

2. 75,514 shares of Common Stock were issued to Mr. Yemin in connection with the net share settlement of 246,400 SARs. 170,886 shares of Common Stock were withheld as a partial cashless exercise and to pay witholding taxes.

3. 70,284 shares of Common Stock were issued to Mr. Yemin in connection with the net share settlement of 246,400 SARs. 176,116 shares of Common Stock were withheld as a partial cashless exercise and to pay witholding taxes.

4. 65,053 shares of Common Stock were issued to Mr. Yemin in connection with the net share settlement of 246,400 SARs. 181,347 shares of Common Stock were withheld as a partial cashless exercise and to pay witholding taxes.

5. 32,631 shares of Common Stock were issued to Mr. Yemin in connection with the net share settlement of 134,400 SARs. 101,769 shares of Common Stock were withheld as a partial cashless exercise and to pay witholding taxes.

6. 391,380 of the SARs vested on March 31, 2010 and the balance of the SARs vested ratably on the last day of each calendar month beginning April 30, 2010 and ending October 31, 2010.

7. The SARs terminate upon the earlier of (a) the one year anniversary of termination of employment or (b) October 31, 2014.

8. The SARs vested ratably on the last day of each calendar month beginning April 30, 2010 and ending February, 28, 2011.

9. The SARs vested ratably on the last day of each calendar month beginning March 31, 2011 and ending January 31, 2012.

10. The SARs vest ratably on the last day of each calendar month beginning February 29, 2012 and ending December 31, 2012.

Remarks:

	/s/ Ezra Uzi Yemin	08/10/2012
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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