CVR Energy Inc.

12/13/2024 | Press release | Distributed by Public on 12/13/2024 15:41

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wright Michael H. Jr.
2. Issuer Name and Ticker or Trading Symbol
CVR ENERGY INC [CVI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Operating Officer
(Last) (First) (Middle)
C/O CVR ENERGY, INC., 2277 PLAZA DRIVE, SUITE 500 		3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024
(Street)
SUGAR LAND, TX 77479 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock(1) 12/11/2024 M 3,078 A $ 0 (2) 3,078 D
Common Stock(1) 12/11/2024 D 3,078 D $19.09(3) 0 D
Common Stock(4) 12/11/2024 M 5,077 A $ 0 (2) 5,077 D
Common Stock(4) 12/11/2024 D 5,077 D $19.09(3) 0 D
Common Stock(5) 12/11/2024 M 6,545 A $ 0 (2) 6,545 D
Common Stock(5) 12/11/2024 D 6,545 D $19.09(3) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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) 12/11/2024 M 3,078 (1) (6) Common Stock 3,078 $ 0 (2) 0 D
Incentive Units(4) (2) 12/11/2024 M 5,077 (4) (6) Common Stock 5,077 $ 0 (2) 5,077 D
Incentive Units(5) (2) 12/11/2024 M 6,545 (5) (6) Common Stock 6,545 $ 0 (2) 13,088 D
Incentive Units(7) (8) 12/11/2024 A 33,842 (7) (6) Common Stock 33,842 $ 0 (8) 33,842 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wright Michael H. Jr.
C/O CVR ENERGY, INC.
2277 PLAZA DRIVE, SUITE 500
SUGAR LAND, TX 77479 		EVP & Chief Operating Officer

Signatures

/s/ Michael H. Wright, Jr. 12/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 8, 2021. These Incentive Units vest ratably in annual installments in December 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 immediately 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 immediately preceding the vest date.
(4) The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 14, 2022. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.
(5) The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 13, 2023. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.
(6) The Incentive Units expire immediately upon vest.
(7) The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 11, 2024. These Incentive Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement.
(8) Each Incentive Unit reported herein represents the right to receive upon vesting, one share of CVR Energy, Inc. common stock or a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days immediately preceding the vest date, as determined by the Board or the Compensation Committee, as applicable, in its sole discretion.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.