SC 13D/A

SC 13D/A 1 d918054dsc13da.htm SC 13D/A SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Delek US Holdings, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

24665A103

(CUSIP Number)

Jesse A. Lynn, Esq.

General Counsel

Icahn Enterprises L.P.

16690 Collins Avenue, Suite PH-1

Sunny Isles Beach, FL 33160

(305) 422-4131

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 11, 2021

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on March 19, 2020 (the “Schedule 13D”), by CVR Energy, Inc., IEP Energy LLC, IEP Energy Holding LLC, American Entertainment Properties Corp., Icahn Building LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn (collectively, the “Reporting Persons”), with respect to the shares of common stock, par value $0.01 per share (“Shares”), of Delek US Holdings, Inc. (the “Issuer”), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended to add the following:

On May 11, 2021, CVI announced that its Board of Directors had approved a special dividend to its stockholders to be payable in a combination of cash and the outstanding Shares of the Issuer currently held by CVI. The special dividend will be paid on June 10, 2021 to CVI stockholders of record as of the close of business on May 26, 2021, subject to certain customary conditions. A copy of the press release issued by CVI announcing the approval of the special dividend is filed herewith as an exhibit and incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to add the following:

The disclosure set forth above in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits


1.		Press release issued by CVR Energy, Inc. on May 11, 2021 (incorporated herein by reference from Exhibit 99.1 of CVR Energy, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2021).

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 11, 2021


CVR ENERGY, INC.

By:		/s/ Tracy D. Jackson
Name:		Tracy D. Jackson
Title:		Executive Vice President and Chief Financial Officer

IEP ENERGY LLC
By: IEP Energy Holding LLC
By: American Entertainment Properties Corp., its sole member

By:		/s/ SungHwan Cho
Name:		SungHwan Cho
Title:		Chief Financial Officer

IEP ENERGY HOLDING LLC
By: American Entertainment Properties Corp., its sole member

By:		/s/ SungHwan Cho
Name:		SungHwan Cho
Title:		Chief Financial Officer

AMERICAN ENTERTAINMENT PROPERTIES CORP.

By:		/s/ SungHwan Cho
Name:		SungHwan Cho
Title:		Chief Financial Officer

ICAHN BUILDING LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner

By:		/s/ SungHwan Cho
Name:		SungHwan Cho
Title:		Chief Financial Officer

ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner

By:		/s/ SungHwan Cho
Name:		SungHwan Cho
Title:		Chief Financial Officer

ICAHN ENTERPRISES G.P. INC.

By:		/s/ SungHwan Cho
Name:		SungHwan Cho
Title:		Chief Financial Officer


BECKTON CORP.

By:		/s/ Irene March
Name:		Irene March
Title:		Vice President

/s/ Carl C. Icahn
CARL C. ICAHN

[Signature Page of Amendment No. 8 to Schedule 13D – Delek US Holdings, Inc.]

SEC Form SC 13D/A filed by Delek US Holdings, Inc. (Amendment)