CVR PARTNERS, LP — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CVR PARTNERS, LP (UAN)
CIK: 0001425292
Period of Report: 2017-01-31

Reporting Person: GSO CAPITAL PARTNERS LP (10% Owner)
Reporting Person: GSO Special Situations Fund LP (10% Owner)
Reporting Person: GSO SSOMF Nitro Blocker LLC (10% Owner)
Reporting Person: GSO Coastline Credit Partners LP (10% Owner)
Reporting Person: GSO Special Situations Overseas Master Fund Ltd. (10% Owner)
Reporting Person: Goodman Bennett J (10% Owner)
Reporting Person: Smith J Albert III (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-31	Common Units representing Limited Partner Interests	S	8054	$6.4092	Disposed	3996845	Indirect
2017-01-31	Common Units representing Limited Partner Interests	S	5901	$6.4092	Disposed	2928307	Indirect
2017-01-31	Common Units representing Limited Partner Interests	S	1045	$6.4092	Disposed	518194	Indirect
2017-02-01	Common Units representing Limited Partner Interests	S	1073031	$6.3511	Disposed	2923814	Indirect
2017-02-01	Common Units representing Limited Partner Interests	S	786161	$6.3511	Disposed	2142146	Indirect
2017-02-01	Common Units representing Limited Partner Interests	S	140808	$6.3511	Disposed	377386	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Units representing Limited Partner Interests	1609706	Indirect
Common Units representing Limited Partner Interests	625348	Indirect
Common Units representing Limited Partner Interests	2115513	Indirect
Common Units representing Limited Partner Interests	1133335	Indirect
Common Units representing Limited Partner Interests	2625237	Indirect

Footnotes

F1: Reflects securities directly held by GSO Special Situations Fund LP.

F2: Reflects securities directly held by GSO SSOMF Nitro Blocker LLC. GSO SSOMF Nitro Blocker LLC is wholly-owned by GSO Special Situations Overseas Master Fund Ltd.

F3: Reflects securities directly held by GSO Coastline Credit Partners LP.

F4: Reflects securities directly held by GSO Cactus Credit Opportunities Fund LP.

F5: Reflects securities directly held by Steamboat Nitro Blocker LLC. Steamboat Nitro Blocker LLC is wholly-owned by Steamboat Credit Opportunities Intermediate Fund LP.

F6: Reflects securities directly held by GSO ADGM II Nitro Blocker LLC. GSO ADGM II Nitro Blocker LLC is wholly-owned by GSO Aiguille des Grands Montets Fund II LP.

F7: Reflects securities directly held by GSO Palmetto Opportunistic Investment Partners LP. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP.

F8: Reflects securities directly held by GSO Credit-A Partners LP. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP. (GSO Credit-A Partners LP, together with GSO Special Situation Fund LP, GSO SSOMF Nitro Blocker LLC, GSO Cactus Credit Opportunities Fund LP, Steamboat Nitro Blocker LLC, GSO Coastline Credit Partners LP, GSO ADGM II Nitro Blocker LLC and GSO Palmetto Opportunistic Investment Partners LP, the "GSO Funds").

F9: GSO Holdings I L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC. Blackstone Holdings II L.P. is a managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC.

F10: GSO Capital Partners LP serves as the investment manager or advisor of each of GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Intermediate Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd. GSO Advisor Holdings L.L.C. is the special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C.

F11: Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

F12: In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.

F13: Due to the limitations of the electronic filing system, GSO Advisor Holdings L.L.C., Blackstone Holdings I L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman are filing a separate Form 4.

F14: Each of the Reporting Persons disclaims beneficial ownership of the securities held by each of the GSO Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.