SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

16690 COLLINS AVENUE, PH-1

(Street)

SUNNY ISLES BEACH

33160

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CVR PARTNERS, LP [ UAN ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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								3,892,000	I	Please see footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Units	03/03/2025		P		3,746	A	$74.97	177,938	I	Please see footnotes⁽¹⁾⁽³⁾⁽⁴⁾
Common Units	03/04/2025		P		3,746	A	$72.16	181,684	I	Please see footnotes⁽¹⁾⁽³⁾⁽⁴⁾
Common Units	03/05/2025		P		2,532	A	$73.77	184,216	I	Please see footnotes⁽¹⁾⁽³⁾⁽⁴⁾

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)

1. Name and Address of Reporting Person^*

ICAHN CARL C

(Last)

(First)

(Middle)

C/O ICAHN ASSOCIATES HOLDING LLC

16690 COLLINS AVENUE, PH-1

(Street)

SUNNY ISLES BEACH

33160

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ICAHN ENTERPRISES G.P. INC.

(Last)

(First)

(Middle)

16690 COLLINS AVENUE, PH-1

(Street)

SUNNY ISLES BEACH

33160

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ICAHN ENTERPRISES HOLDINGS L.P.

(Last)

(First)

(Middle)

16690 COLLINS AVENUE, PH-1

(Street)

SUNNY ISLES BEACH

33160

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. This Form 4 is being filed by, and on behalf of, Mr. Carl C. Icahn, Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") and Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP" and, collectively with Mr. Icahn and Icahn Enterprises Holdings, the "Reporting Persons").

2. Represents common units representing limited partner interests ("Common Units") of CVR Partners, LP held directly by UAN Services, LLC ("UAN Services"). UAN Services is a direct, wholly owned subsidiary of CVR Services, LLC, which is a direct, wholly owned subsidiary of CVR Energy Holdings, Inc. ("CVR Energy Holdings"), which is a direct, wholly owned subsidiary of CVR Energy, Inc. ("CVI"). Icahn Enterprises Holdings owns a 100% interest in AEPC Holdings LLC, which owns 100% of the equity of American Entertainment Properties Corp. ("AEP"). AEP is the sole member of IEP Energy Holding LLC, which together hold approximately 67% of the outstanding common stock of CVI.

3. Common Units directly held by AEP. AEPC Holdings LLC owns 100% of the equity of AEP. Icahn Enterprises Holdings owns a 100% interest in AEPC Holdings LLC. Icahn Enterprises L.P. owns a 99% limited partner interest in Icahn Enterprises Holdings. Carl C. Icahn is the indirect holder of approximately 86% of the issued and outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. Icahn Enterprises GP is the general partner of and owns a 1% general partner interest in each of Icahn Enterprises Holdings and Icahn Enterprises L.P. Icahn Enterprises GP is 100% owned by Beckton Corp ("Beckton"). Beckton is 100% owned by Mr. Icahn.

4. Each of IEP Energy Holding, IEP Energy, AEP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of the Common Units except to the extent of his or its pecuniary interest therein, if any.

	/s/ Carl C. Icahn	03/05/2025
	/s/ Ted Papapostolou, for Icahn Enterprises G.P. Inc., By: Ted Papapostolou, its Chief Financial Officer and Secretary	03/05/2025
	/s/ Ted Papapostolou, for Icahn Enterprises Holdings L.P., By: Ted Papapostolou, its Chief Financial Officer and Secretary	03/05/2025
	** 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 Number.

Large owner Icahn Carl C bought $737,935 worth of Common Units (10,024 units at $73.62) (SEC Form 4)