RIEMANN STANLEY A 4

4 · CVR ENERGY INC · Filed Jan 2, 2013

Form 4

Period: 2012-05-04

Chief Operating Officer

Transactions

Disposition to Issuer
Common Stock
[F1]
2012-05-04−148,163→ 0 total
Exercise/Conversion
Common Stock
[F6]
2012-12-30$30.00/sh+26,473$794,190→ 26,473 total
Disposition to Issuer
Common Stock
[F6]
2012-12-30$30.00/sh−26,473$794,190→ 0 total
Exercise/Conversion
Common Stock
[F6]
2012-12-31$30.00/sh+22,782$683,460→ 22,782 total
Disposition to Issuer
Common Stock
[F6]
2012-12-31$30.00/sh−22,782$683,460→ 0 total
Award
Restricted Stock Units
[F2][F3][F4]
2012-05-04+148,163→ 148,163 total
→ Common Stock (148,163 underlying)
Award
Restricted Stock Units
[F5]
2012-12-28+37,752→ 185,915 total
From: 2013-12-28Exp: 2013-12-28→ Common Stock (37,752 underlying)
Exercise/Conversion
Restricted Stock Units
[F6]
2012-12-30$30.00/sh−26,473$794,190→ 159,442 total
From: 2012-12-30Exp: 2012-12-30→ Common Stock (26,473 underlying)
Exercise/Conversion
Restricted Stock Units
[F6]
2012-12-31$30.00/sh−22,782$683,460→ 136,660 total
From: 2012-12-31Exp: 2012-12-31→ Common Stock (22,782 underlying)

Footnotes (6)

[F1]Although initially reported as Common Stock, these shares were converted into Restricted Stock Units effective as of May 4, 2012 in connection with the Transaction Agreement dated April 18, 2012 entered into among CVR Energy, Inc. and certain affiliates of Carl C. Icahn. Therefore, the number of shares formerly held by the reporting person as Restricted Stock was disposed to the company, and Table II depicts replacement with the acquisition of an equal number of Restricted Stock Units.
[F2]Each Restricted Stock Unit reported herein represents the right to receive upon vesting, a cash payment equal to the lesser of $30 or the fair market value of one share of common stock of the company as of the vesting date, plus the CCP Consideration, as defined in the Transaction Agreement.
[F3]The Restricted Stock Units vest in three annual installments in accordance with the terms provided in the replacement award agreement for the awards originally dated July 16, 2010, December 31, 2010 and December 30, 2011.
[F4]The Restricted Stock Units expire immediately following payment within 10 days after their vesting.
[F5]Each Restricted Stock Unit reported herein represents the right to receive upon vesting, a cash payment equal to the fair market value of one share of common stock of the company as of the vesting date.
[F6]This transaction represents the settlement of vested Restricted Stock Units in cash by the company.

Signature

/s/ Edmund S. Gross, Attorney-in-fact|2013-01-02

Documents

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