SEC FORM 4/A

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Gordon Daniel L

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/07/2017

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	03/07/2017		M		8,125⁽¹⁾	A	$11.58	30,456	D
Common Stock	03/07/2017		D		3,766⁽²⁾	D	$24.99	26,690	D
Common Stock	03/07/2017		F		1,340⁽³⁾	D	$24.99	25,350	D
Common Stock	03/07/2017		S		3,019⁽¹⁾	D	$24.7461⁽⁴⁾	22,331	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	$11.58	03/07/2017		M			8,125⁽¹⁾	⁽⁵⁾	03/10/2021	Common Stock	8,125	$0	0	D

Explanation of Responses:

1. This amendment is being filed to amend the Form 4 filed by the reporting person on March 7, 2017 (the "Original Form") to clarify that the reported 3,019 shares of Common Stock sold on March 7, 2017 were acquired upon exercise of a stock appreciation right on the same date and to correct the number of shares beneficially owned following such exercise in column 5 of Table I. The number of shares of Common Stock was also incorrectly reported in column 5 of Table I of the subsequent Forms 4 filed by the reporting person on March 8, 2017 and March 14, 2017.

2. This amendment is being filed to also report the disposition of shares of Common Stock to Delek US Holdings, Inc. for payment of the exercise price in connection with the exercise of the stock appreciation right that was not previously reported in the Original Form 4.

3. This amendment is being filed to also report the shares withheld to cover tax withholding obligations in connection with the exercise of the stock appreciation right that was not previously reported in the Original Form 4.

4. The price reflects the weighted average sale price of multiple transactions ranging from a low sale price of $24.59 per share to a high sale price of $24.78 per share. Upon the written request of the SEC, the issuer or a security holder of the issuer, the reporting person agrees to provide the number of shares sold at each sale price.

5. The stock appreciation right vested with respect to 8,125 shares of Common Stock on each of March 10, 2012, March 10, 2013, March 10, 2014 and March 10, 2015.

Remarks:

	/s/ Daniel L. Gordon	03/20/2017
	** 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).
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.