-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PHSRqZIRfyB0E8l1csMZ9rGTVpyHtrcFpEmEJ8OrEDvo3wP5F7UqwQ47VztEiI70 U/f5Omr1KPObOel4f+aQdw== 0001181431-10-057618.txt : 20101124 0001181431-10-057618.hdr.sgml : 20101124 20101124163117 ACCESSION NUMBER: 0001181431-10-057618 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101124 FILED AS OF DATE: 20101124 DATE AS OF CHANGE: 20101124 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KELSO INVESTMENT ASSOCIATES VII LP CENTRAL INDEX KEY: 0001275587 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33492 FILM NUMBER: 101215371 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OSBORNE STANLEY DE J CENTRAL INDEX KEY: 0001403550 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33492 FILM NUMBER: 101215366 MAIL ADDRESS: STREET 1: C/O KELSO AND COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CVR ENERGY INC CENTRAL INDEX KEY: 0001376139 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 2277 PLAZA DRIVE STREET 2: SUITE 500 CITY: SUGAR LAND STATE: TX ZIP: 77479 BUSINESS PHONE: (281) 207-7711 MAIL ADDRESS: STREET 1: 2277 PLAZA DRIVE STREET 2: SUITE 500 CITY: SUGAR LAND STATE: TX ZIP: 77479 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATELICH GEORGE E CENTRAL INDEX KEY: 0001034432 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33492 FILM NUMBER: 101215367 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KEP VI LLC CENTRAL INDEX KEY: 0001141447 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33492 FILM NUMBER: 101215370 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelso GP VII, LLC CENTRAL INDEX KEY: 0001331364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33492 FILM NUMBER: 101215368 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelso GP VII, L.P. CENTRAL INDEX KEY: 0001331367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33492 FILM NUMBER: 101215369 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COFFEYVILLE ACQUISITION LLC CENTRAL INDEX KEY: 0001336023 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33492 FILM NUMBER: 101215372 BUSINESS ADDRESS: STREET 1: 10 E CAMBRIDGE CIRCLE STREET 2: SUITE 250 CITY: KANSAS CITY STATE: KS ZIP: 66103 BUSINESS PHONE: 913-982-0500 MAIL ADDRESS: STREET 1: 10 E CAMBRIDGE CIRCLE STREET 2: SUITE 250 CITY: KANSAS CITY STATE: KS ZIP: 66103 4 1 rrd292008.xml FORM 4 X0303 4 2010-11-24 0 0001376139 CVR ENERGY INC CVI 0001336023 COFFEYVILLE ACQUISITION LLC C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 1 See Footnote 2 0001275587 KELSO INVESTMENT ASSOCIATES VII LP C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001141447 KEP VI LLC C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001331367 Kelso GP VII, L.P. C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001331364 Kelso GP VII, LLC C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034432 MATELICH GEORGE E C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 1 0 1 0 0001403550 OSBORNE STANLEY DE J C/O KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock, par value $0.01 per share 2010-11-24 4 S 0 11686158 10.2394 D 19747202 I By Coffeyville Acquisition LLC These amounts reflect the record ownership of and transactions in common stock, par value $0.01 per share, of CVR Energy, Inc. by Coffeyville Acquisition LLC. Each reporting person disclaims beneficial ownership of such shares of common stock except to the extent of such person's pecuniary interest therein, if any. George E. Matelich and Stanley de J. Osborne are members of the board of directors of CVR Energy, Inc. Each of Messrs. Matelich and Osborne disclaims beneficial ownership of any common stock included herein except to the extent of his pecuniary interest herein. Kelso GP VII, LLC (GP VII LLC) is the general partner of Kelso GP VII, L.P. (GP VII LP). GP VII LP is the general partner of Kelso Investment Associates VII, L.P. (KIA VII). KIA VII is the majority owner of Coffeyville Acquisition LLC. Each of GP VII LLC, GP VII LP and KIA VII disclaims beneficial ownership of the securities owned of record by Coffeyville Acquisition LLC, except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. Each of GP VII LLC, GP VII LP and KIA VII, due to their common control, could be deemed to beneficially own each other's securities. GP VII LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LP and KIA VII, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. GP VII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC and KIA VII, except, in the case of KIA VII, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. KIA VII disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC and GP VII LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. KEP VI, LLC (KEP VI) and GP VII LLC due to their common control could be deemed to beneficially own each other's securities. KEP VI disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP and KIA VII, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. Each of GP VII LLC, GP VII LP and KIA VII disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for the purposes of Section 16 or for any other purposes. KEP VI disclaims beneficial ownership of the securities owned of record by Coffeyville Acquisition LLC, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro, Connors, Osborne and Moore may be deemed to share beneficial ownership of securities owned of record or beneficially owned by GP VII LLC, GP VII LP, KIA VII, KEP VI and Coffeyville Acquisition LLC, by virtue of their status as managing members of GP VII LLC and KEP VI, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of Messrs. Nickell, Wall, Matelich, Goldberg, Bynum, Wahrhaftig, Berney, Loverro, Connors, Osborne and Moore is the beneficial owner of these securities for purposes of Section 16 or for any other purposes. Christopher L. Collins may be deemed to share beneficial ownership of securities owned of record or beneficially owned by KEP VI and Coffeyville Acquisition LLC by virtue of his status as a managing member of KEP VI. Mr. Collins shares investment and voting power with the individuals named in footnote 8 with respect to ownership interests owned by KEP VI and Coffeyville Acquisition LLC but disclaims beneficial ownership of such interests. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso Investment Associates VII, L.P.; Kelso GP VII, L.P.; Kelso GP VII, LLC; KEP VI, LLC; Coffeyville Acquisition LLC; Frank T. Nickell; Thomas R. Wall, IV; George E. Matelich; Michael B. Goldberg; Frank K. Bynum, Jr.; David I. Wahrhaftig; Philip E. Berney; Frank J. Loverro; James J. Connors, II; Stanley de J. Osborne; Church M. Moore; and Christopher L. Collins. Coffeyville Acquisition LLC By: * 2010-11-24 Kelso Investment Associates VII, L.P. By: * 2010-11-24 Kelso GP VII, L.P. By: * 2010-11-24 Kelso GP VII, LLC By: * 2010-11-24 George E. Matelich By: ** 2010-11-24 Stanley de J. Osborne By: ** 2010-11-24 By: * James J. Connors, II 2010-11-24 By: ** James J. Connors, II, Attorney-in-Fact 2010-11-24 -----END PRIVACY-ENHANCED MESSAGE-----