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*
Morgan Edward

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

(Street)
SUGAR LAND TX 77479

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CVR ENERGY INC [ CVI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2009
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 Stock 12/18/2009 A 38,168(1) A $0 63,168 D
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 restricted common stock granted to Mr. Morgan will vest in three annual installments, with 12,723 vesting on each of December 18, 2010 and December 18, 2011 and 12,722 vesting on December 18, 2012.
/s/ Susan M. Ball, Attorney-in-fact 12/22/2009
** 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).
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 each of Edmund S. Gross and
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 he or she, as
applicable, shall deem appropriate. The undersigned hereby ratifies and confirms
all that said attorneys-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 attorneys-in-fact.

      This Limited Power of Attorney is executed as of May 14, 2009.



                                        /s/ Edward A. Morgan
                                        -------------------------------
                                        Edward A. Morgan