SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DeVelasco Janice T

(Last) (First) (Middle)
C/O CVR REFINING, LP, 2277 PLAZA
DRIVE, SUITE 500

(Street)
SUGAR LAND TX 77479

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CVR Refining, LP [ CVRR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP-Env., Health, Safety & Sec.
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units 01/29/2019 D(2) 4,623.3374 D $10.5 0 I See footnote(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported securities are held of record by the Ruben P. DeVelasco Living Trust (the "Living Trust"), for which the reporting person serves as a co-trustee, and in such capacity may be deemed to beneficially own the common units held by the Living Trust. These securities were previously incorrectly reported as held directly by the reporting person.
2. On January 29, 2019, all of the reported securities were disposed of to CVR Energy, Inc. ("CVR") in connection with CVR's exercise of its right under the Issuer's partnership agreement to purchase all of the issued and outstanding common units representing limited partner interests of the Issuer ("Common Units") not already owned by CVR Refining GP, LLC, a Delaware limited liability company and the general partner of the Issuer, or its affiliates for a cash purchase price of $10.50 per unit (the "Call Purchase"). Also on January 29, 2019, CVR purchased all of the remaining Common Units held by Icahn Enterprises Holdings L.P., a Delaware limited partnership, and American Entertainment Properties Corp., a Delaware corporation, (the "IEP Purchase" and, together with the Call Purchase, the "Purchase"). As a result of the Purchase, CVR owns, directly and indirectly, 100% of the Common Units.
/s/ Janice T. DeVelasco 01/31/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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