SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Bley Matthew W.

(Last) (First) (Middle)
C/O CVR ENERGY, INC.
2277 PLAZA DRIVE, SUITE 500

(Street)
SUGAR LAND TX 77479

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2018
3. Issuer Name and Ticker or Trading Symbol
CVR Refining, LP [ CVRR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CAO and Corp. Controller
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Units(1) (2) (3) Common Units 12,069 (4) D
Explanation of Responses:
1. The Incentive Units were awarded to the reporting person by CVR Energy, Inc., an affiliate of CVR Refining, LP and the parent of the general partner of CVR Refining, LP.
2. The Incentive Units awarded to the reporting person vest in three annual installments beginning on December 15, 2018.
3. The Incentive Units expire immediately following their vesting in three annual installments beginning on December 15, 2018.
4. Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common units of CVR Refining, LP for the 10 business days preceding the vesting date.
Remarks:
/s/ John R. Walter, attorney-in-fact 05/08/2018
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
            LIMITED POWER OF ATTORNEY

      The undersigned, being a person who will be subject to the
reporting obligations of Section 16 of the Securities Exchange Act of
1934, as amended (the "Act"), with respect to securities of CVR Energy,
Inc., CVR Refining, LP and CVR Partners, LP (collectively "CVR"), hereby
constitutes and appoints each of John R. Walter and Linda T. Ludwig as the
undersigned's true and lawful attorneys-in-fact and agents to (i) obtain
filing codes from the Securities and Exchange Commission (the "SEC") so
as to permit the filing of Forms 3, 4, and 5 with the SEC by or on behalf
of the undersigned pursuant to Section 16 of the Act, and the rules and
regulations promulgated thereunder, or any successor laws and regulations,
as a consequence of the undersigned's ownership, acquisition or disposition
of equity securities of CVR and (ii) execute and file for and on behalf of
the undersigned Forms 3, 4, and 5 with the SEC, and to perform all acts
necessary in order to obtain such codes and/or execute and file such Forms
3, 4, and 5, as applicable, as he or she, as applicable, deems appropriate.
The undersigned hereby ratifies and confirms all that said attorneys-in-fact
and agents shall do or cause to be done by virtue hereof.

      This Limited Power of Attorney will remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of and transactions in securities
issued by CVR, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

      This Limited Power of Attorney is executed as of March 28, 2018.


                                         /s/ Matthew W. Bley
                                        -----------------------
                                        Matthew W. Bley