| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/28/2008 |
3. Issuer Name and Ticker or Trading Symbol
CVR ENERGY INC [ CVI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| Common Stock | 0 | I | See Remarks |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Explanation of Responses: |
| Remarks: |
| Coffeyville Acquisition LLC and Coffeyville Acquisition II LLC (the "Coffeyville Acquisition Entities") each own shares of CVR Energy, Inc. (the "Company") common stock, par value $0.01 per share ("Common Stock"). Mr. Daly owns common units equal to 0.019% of the total common units of each of the Coffeyville Acquisition Entities. Mr. Daly also owns (i) 155,702 override units in the Coffeyville Acquisition Entities and (ii) an aggregate of 2,209,524 phantom points pursuant to the Coffeyville Resources, LLC Phantom Unit Appreciation Plan (Plan I) and Coffeyville Resources, LLC Phantom Unit Appreciation Plan (Plan II). Override units and phantom points constitute rights to a portion of the profits generated by the Coffeyville Acquisition Entities. Plan I is filed as exhibit 10.3 to the Company's Registration Statement on Form S-1, File No. 333-137588 (the "Registration Statement"). Plan II is filed as exhibit 10.12 to the Company's Form 10-Q for the quarterly period ended September 30, 2007, File No. 001-33492 (the "10-Q"). The limited liability company agreement and amendment 1 thereto of Coffeyville Acquisition LLC are filed as exhibits 10.14 and 10.15 to the 10-Q. The limited liability company agreement and amendment 1 thereto of Coffeyville Acquisition II LLC are filed as exhibits 10.16 and 10.17, respectively, to the 10-Q. Mr. Daly does not have the power to vote or dispose of the shares of Common Stock that correspond to his ownership of common units in the Coffeyville Acquisition Entities and thus does not have beneficial ownership of such shares. In addition, Mr. Daly does not have any pecuniary interest in the shares of Common Stock held by the Coffeyville Acquisition Entities (or override units or phantom points) because he does not control either of the Coffeyville Acquisition Entities and does not have or share investment control over either entity's securities. Exhibit List: Exhibit 24: Power of Attorney |
| /s/ Susan M. Ball, Attorney-in-fact | 03/28/2008 | |
| ** 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 or entity 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. (the “Corporation”), hereby constitutes and appoints Susan M. Ball as the undersigned’s true and lawful attorney-in-fact and agent solely so as to permit the undersigned to file Forms 3, 4 and 5 with the Securities and Exchange Commission on the undersigned’s behalf 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 the Corporation, and to perform all acts necessary in order to file such forms as she shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorney-in-fact and agent shall do or cause to be done by virtue hereof.
This Limited Power of Attorney shall remain in full force and effect unless earlier revoked by the undersigned in a writing delivered to the foregoing attorney-in-fact.
This Limited Power of Attorney is executed as of the date set forth below.
By: /s/ Daniel J. Daly, Jr.
Dated: 03/27/2008