Statement of Changes in Beneficial Ownership (4)
20 Mai 2022 - 10:32PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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Johnson Charles Douglas |
2. Issuer Name and Ticker or Trading Symbol
CVR ENERGY INC
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CVI
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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 |
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(Last)
(First)
(Middle)
C/O CVR ENERGY, INC., 2277 PLAZA DRIVE, SUITE 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2022 |
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(Street)
SUGAR LAND, TX 77479
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock (1) | 5/18/2022 | | M | | 3699 | A | $0 (2) | 3699 | D | |
| Common Stock (1) | 5/18/2022 | | D | | 3699 | D | $31.47 (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Incentive Units (1) | (2) | 5/18/2022 | | M | | | 3699 | (1) | (4) | Common Stock | 3699.0 | $0 (2) | 7398 | D | |
| Explanation of Responses: |
| (1) | The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on May 19, 2021. These Incentive Units vest ratably in annual installments in May of each of the three years following the grant date, subject to the terms and conditions of the award agreement. |
| (2) | Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days preceding the vest date. |
| (3) | This price represents the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days preceding the vest date. |
| (4) | The Incentive Units expire immediately upon vest. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Johnson Charles Douglas
C/O CVR ENERGY, INC.
2277 PLAZA DRIVE, SUITE 500
SUGAR LAND, TX 77479 |
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| EVP & Chief Commercial Officer |
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Signatures
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| /s/ Charles Douglas Johnson | | 5/20/2022 |
| **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 control number. |
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