CVR ENERGY INC — Director's Dealing 2012

Jan 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CVR ENERGY INC (CVI)
CIK: 0001376139
Period of Report: 2012-01-10

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-11	Call Option ("right to purchase")	$12.00	P	1000000	Acquired	2013-12-12	Shares (1000000)	Indirect
2012-01-11	Put Option ("obligation to purchase")	$12.00	P	1000000	Acquired	2013-12-12	See footnote (1000000)	Indirect
2012-01-11	Call Option	$14.00	P	100000	Acquired	2012-04-11	Shares (100000)	Indirect
2012-01-11	Put Option	$14.00	P	100000	Acquired	2012-04-11	See footnote (100000)	Indirect
2012-01-12	Call Option	$14.00	P	1834877	Acquired	2012-04-11	Shares (1834877)	Indirect
2012-01-12	Put Option	$14.00	P	1834877	Acquired	2012-04-11	See footnote (1834877)	Indirect

Footnotes

F1: High River Limited Partnership ("High River") directly beneficially owns 765,988 Shares, Icahn Partners LP ("Icahn Partners") directly beneficially owns 1,202,761 Shares, Icahn Partners Master Fund LP ("Icahn Master") directly beneficially owns 1,251,456 Shares, Icahn Partners Master Fund II LP ("Icahn Master II") directly beneficially owns 423,382 Shares, and Icahn Partners Master Fund III LP ("Icahn Master III") directly beneficially owns 186,352 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 owns 1,750,857 call options (the "Call Options"), Icahn Partners directly beneficially owns 2,725,634 Call Options, Icahn Master directly beneficially owns 2,837,830 Call Options, Icahn Master II directly beneficially owns 999,850 Call Options, and Icahn Master III directly beneficially owns 440,117 Call Options.

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.

F8: The Call Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide for physical settlement, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide for physical settlement.

F9: The Put Options reference an aggregate of 8,754,288 Shares, 6,819,411 of which have an exercise price of $12.00, expire on December 12, 2013, and provide that they settle in cash, and 1,934,877 of which have an exercise price of $14.00, expire on April 11, 2012, and provide that they settle in cash.