CVR ENERGY INC — Director's Dealing 2012

Feb 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CVR ENERGY INC (CVI)
CIK: 0001376139
Period of Report: 2012-02-06

Reporting Person: ICAHN CARL C (10% Owner, please see all footnotes)
Reporting Person: HIGH RIVER LIMITED PARTNERSHIP (10% Owner, please see all footnotes)
Reporting Person: ICAHN PARTNERS MASTER FUND LP (10% Owner, please see all footnotes)
Reporting Person: ICAHN PARTNERS MASTER FUND II L.P. (10% Owner, please see all footnotes)
Reporting Person: ICAHN PARTNERS MASTER FUND III L.P. (10% Owner, please see all footnotes)
Reporting Person: ICAHN PARTNERS LP (10% Owner, please see all footnotes)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-06	Common stock, par value $0.01 ("Shares")	X	8754288	—	Acquired	12584227	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-06	Call Option ("right to purchase")	$12.00	X	6819411	Disposed	2013-12-12	Shares (6819411)	Indirect
2012-02-06	Put Option ("obligation to purchase")	$12.00	X	6819411	Disposed	2013-12-12	Cash settled (6819411)	Indirect
2012-02-06	Call Option	$14.00	X	1934877	Disposed	2012-04-11	Shares (1934877)	Indirect
2012-02-06	Put Option	$14.00	X	1934877	Disposed	2012-04-11	Cash settled (1934877)	Indirect

Footnotes

F1: High River Limited Partnership ("High River") directly beneficially owns 2,516,845 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 3,928,395 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 4,089,286 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 1,423,232 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 626,469 Shares.

F2: Barberry Corp. ("Barberry"), is the sole member of Hopper Investments LLC ("Hopper"), which is the general partner of High River. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"). Icahn Enterprises Holdings is the sole member of IPH GP LLC ("IPH"), which is the general partner of Icahn Capital LP ("Icahn Capital"). Icahn Capital is the general partner of each of Icahn Onshore LP ("Icahn Onshore") and Icahn Offshore LP ("Icahn Offshore"). Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the general partner of each of Icahn Master, Icahn Master II and Icahn Master III.

F3: Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III. Each of Hopper, Barberry and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F4: Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5: Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F6: High River directly beneficially owned 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owned 2,725,634 Call Options, Icahn Master directly beneficially owned 2,837,830 Call Options, Icahn Master II directly beneficially owned 999,850 Call Options, and Icahn Master III directly beneficially owned 440,117 Call Options. On February 6, 2012, each of High River, Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III exercised all of their respective Call Options in their entirety, and thereby acquired 1,750,857 Shares, 2,725,634
Shares, 2,837,830 Shares, 999,850 Shares, and 440,117 Shares, respectively.

F7: High River directly wrote 1,750,857 European-style put options (the "Put Options"), Icahn Partners directly wrote 2,725,634 Put Options, Icahn Master directly wrote 2,837,830 Put Options, Icahn Master II directly wrote 999,850 Put Options, and Icahn Master III directly wrote 440,117 Put Options. On February 6, 2012, upon exercise of the Call Options, all of the Put Options terminated in accordance with their terms.

F8: The exercise price upon exercise of 6,819,411 of the Call Options was $12.00 and the average premium paid for such Call Options was $8.39. The exercise price upon exercise of 1,934,877 of the Call Options was $14.00 and the average premium paid for such Call Options was $8.09.