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 HOLDING LLC
767 FIFTH AVE., SUITE 4700

(Street)
NEW YORK NY 10153

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/16/2013
3. Issuer Name and Ticker or Trading Symbol
CVR Refining, LP [ CVRR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 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 Units 0 I please see footnotes (1) (2) (3) (4)
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
Common Units Right (4) (4) Common Units 0 (4) I please see footnotes (1) (2) (3) (4)
Explanation of Responses:
1. As of January 16, 2013, CVR Refining Holdings, LLC, a Delaware limited liability company ("Holdings"), is (i) the owner of a 99.99% limited partner interest in the Issuer, (ii) the sole member of CVR Refining GP, LLC, a Delaware limited liability company, which serves as the general partner of the Issuer (the "General Partner"), and (iii) the sole member of CVR Refining Holdings Sub, LLC, a Delaware limited liability company ("Holdings Sub"), which is the owner of a 0.01% limited partner interest in the Issuer. CVR Energy, Inc., a Delaware corporation ("CVR"), through subsidiaries is the beneficial owner of Holdings. Icahn Enterprises L.P., a Delaware limited partnership ("IEP"), through subsidiaries is the beneficial owner of approximately 82% of the outstanding shares of common stock of CVR.
2. Carl C. Icahn through subsidiaries is the beneficial owner of (i) the general partner of IEP and (ii) approximately 93% of the outstanding depositary units representing limited partnership interests in IEP. Pursuant to the Reorganization Agreement dated January 16, 2013, all of the previously issued and outstanding limited partner interests of the Issuer held by Holdings and Holdings Sub will be recharacterized as common units representing limited partner interests (the "Common Units") of the Issuer on the date of the closing of the Issuer's initial public offering (the "Offering") of Common Units. If the Issuer increases or decreases the number of Common Units to be sold to the public through the underwriters in the Offering, the Issuer will correspondingly decrease or increase the number of Common Units to be issued to Holdings and Holdings Sub.
3. Each of the General Partner, CVR and IEP (by virtue of their relationship to Holdings and Holdings Sub) and Mr. Icahn (by virtue of his relationship to IEP) may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Common Units which Holdings and Holdings Sub beneficially own. Each of the General Partner, CVR, IEP and Mr. Icahn disclaims beneficial ownership of such Common Units except to the extent of their pecuniary interest therein.
4. Under the underwriting agreement to be entered into in connection with the Offering, the Issuer will grant the underwriters a 30-day option to purchase additional Common Units (the "Common Units Right"). Any net proceeds received by the Issuer from the full or any partial exercise of such option will be distributed by the Issuer to Holdings. Any of the Common Units that have not been purchased pursuant to the Common Units Right by the expiration of such option will be issued to Holdings at such time.
Remarks:
CARL C. ICAHN 01/16/2013
** 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 5 (b)(v).
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