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CVR ENERGY INC Director's Dealing 2012

May 24, 2012

31218_dirs_2012-05-24_0f4da7f9-a3ad-4c91-9bd2-d7eae00456b9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CVR ENERGY INC (CVI)
CIK: 0001376139
Period of Report: 2012-05-22

Reporting Person: ICAHN CARL C (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-22	Common Stock, par value $0.01 ("Shares")	P	600000	$29.293	Acquired	70145718	Indirect
2012-05-24	Shares	P	53000	$26.6476	Acquired	70198718	Indirect

Footnotes

F1: All Shares are beneficially owned indirectly by Carl C. Icahn through subsidiaries.

F2: This amount has been adjusted to reflect the fact that 639,257 Shares that were previously reported as being beneficially owned as of May 21, 2012 failed to be delivered.