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^*

Landreth David Lynn

(Last)

(First)

(Middle)

C/O CVR REFINING, LP

2277 PLAZA DRIVE, SUITE 500

(Street)

SUGAR LAND

77479

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CVR Refining, LP [ CVRR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2018

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 Units⁽¹⁾	12/15/2018		M		12,748	A	$0⁽²⁾	12,748	D
Common Units⁽¹⁾	12/15/2018		D		12,748	D	$13.3⁽³⁾	0	D
Common Units⁽⁴⁾	12/16/2018		M		16,295	A	$0⁽²⁾	16,295	D
Common Units⁽⁴⁾	12/16/2018		D		16,295	D	$13.3⁽³⁾	0	D
Common Units⁽⁵⁾	12/18/2018		M		7,501	A	$0⁽²⁾	7,501	D
Common Units⁽⁵⁾	12/18/2018		D		7,501	D	$13⁽³⁾	0	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)
Phantom Units⁽¹⁾	⁽²⁾	12/15/2018		M			12,748	⁽¹⁾	⁽⁶⁾	Common Units	12,748	$0⁽²⁾	25,494	D
Phantom Units⁽⁴⁾	⁽²⁾	12/16/2018		M			16,295	⁽⁴⁾	⁽⁶⁾	Common Units	16,295	$0⁽²⁾	16,295	D
Phantom Units⁽⁵⁾	⁽²⁾	12/18/2018		M			7,501	⁽⁵⁾	⁽⁶⁾	Common Units	7,501	$0⁽²⁾	0	D

Explanation of Responses:

1. The Phantom Units were awarded to the reporting person by CVR Refining, LP as compensation for services as an officer on December 29, 2017. These Phantom Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

2. Each Phantom Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common units of CVR Refining, LP for the 10 business days preceding the vesting date.

3. This price represents the average closing price of the common units of CVR Refining, LP for the 10 business days preceding the vesting date.

4. The Phantom Units were awarded to the reporting person by CVR Refining, LP as compensation for services as an officer on December 31, 2016. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

5. The Phantom Units were awarded to the reporting person by CVR Refining, LP as compensation for services as an officer on December 18, 2015. These Phantom Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms of the award agreement.

6. The Phantom Units expire immediately following their vesting.

Remarks:

	/s/ David L. Landreth	12/18/2018
	** 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.
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