CVR ENERGY INC — Director's Dealing 2012

May 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CVR ENERGY INC (CVI)
CIK: 0001376139
Period of Report: 2012-05-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-07	Common Stock, par value $0.01 ("Shares")	P	48112317	—	Acquired	60696544	Indirect

Footnotes

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

F2: These Shares were acquired pursuant to the tender offer by Mr. Icahn's affiliates commenced on February 23, 2012, as amended, for all outstanding Shares, which expired on May 4, 2012. The purchase price per share was $30 plus one non-transferable contingent cash payment right.