SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE.,SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/10/2012	3. Issuer Name and Ticker or Trading Symbol CVR ENERGY INC [ CVI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Please see all footnotes	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 ("Shares")	3,829,939	I	please see footnotes(1)(2)(3)(4)(5)(6)(7)(8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option ("right to purchase")	12/12/2011	12/12/2013	Shares	5,819,411	$12	I	Please see all footnotes(1)(2)(3)(4)(5)(6)(7)(8)
Put Option ("obligation to purchase")	12/12/2011	12/12/2013	Please see footnote(8)	5,819,411	$12	I	Please see all footnotes(1)(2)(3)(4)(5)(6)(7)(8)

1. Name and Address of Reporting Person* ICAHN CARL C (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE.,SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Please see all footnotes

1. Name and Address of Reporting Person* HIGH RIVER LIMITED PARTNERSHIP (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVENUE, SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND LP (Last) (First) (Middle) C/O WALKER HOUSE 87 MARY STREET (Street) GEORGE TOWN E9 KY1-9001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND II L.P. (Last) (First) (Middle) C/O WALKER HOUSE 87 MARY STREET (Street) GRAND CAYMAN, CAYMAN ISLANDS E9 KY1-9001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN PARTNERS MASTER FUND III L.P. (Last) (First) (Middle) C/O WALKER HOUSE 87 MARY STREET (Street) GRAND CAYMAN E9 KY1-9001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICAHN PARTNERS LP (Last) (First) (Middle) C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVENUE, SUITE 4700 (Street) NEW YORK NY 10153 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. High River Limited Partnership ("High River") directly beneficially owns 765,988 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,202,761 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,251,456 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 423,382 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 186,352 Shares.

2. Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. 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 L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

3. Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry 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 High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

4. Each of Icahn Onshore, Icahn Capital, IPH, 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 Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, 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.

5. Each of Icahn Offshore, Icahn Capital, IPH, 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 each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, 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.

6. High River directly beneficially owns 1,163,882 call options (the "Call Options"), Icahn Partners directly beneficially owns 1,809,460 Call Options, Icahn Master directly beneficially owns 1,884,131 Call Options, Icahn Master II directly beneficially owns 667,925 Call Options, and Icahn Master III directly beneficially owns 294,013 Call Options.

7. High River directly wrote 1,163,882 European-style put options (the "Put Options"), Icahn Partners directly wrote 1,809,460 Put Options, Icahn Master directly wrote 1,884,131 Put Options, Icahn Master II directly wrote 667,925 Put Options, and Icahn Master III directly wrote 294,013 Put Options.

8. The Call Options reference an aggregate of 5,819,411 Shares, have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement. The Put Options reference an aggregate of 5,819,411 Shares, have an exercise price of $12.00, expire on December 12, 2013, and provide that they settle in cash.

Remarks:

	/s/ Carl C. Icahn	01/12/2012
	** Signature of Reporting Person	Date
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