Cvr Energy Inc - Statement of Changes in Beneficial Ownership (4)
October 29 2007 - 6:57PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PONTARELLI KENNETH A
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2. Issuer Name
and
Ticker or Trading Symbol
CVR ENERGY INC
[
CVI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
85 BROAD ST
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/25/2007
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(Street)
NEW YORK, NY 10004
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/25/2007
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P
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100
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A
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$22
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31433460
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I
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See footnotes
(1)
(2)
(3)
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Common Stock
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10/25/2007
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S
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100
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D
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$21.88
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31433360
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I
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See footnotes
(1)
(2)
(3)
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a direct and
indirect wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial
ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
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(
2)
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The securities reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs. Without
admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any to the Company.
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(
3)
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The 31,433,360 shares of CVR Energy, Inc. common stock, par value $0.01 per share ("Common Stock") reported herein are
beneficially owned directly by Coffeyville Acquisition II LLC. Goldman Sachs and GS Group may be deemed to beneficially own
indirectly, in the aggregate, the Common Stock owned by Coffeyville Acquisition II LLC through certain investment
partnerships that are members of an own common units of Coffeyville Acquisition II LLC because (i) affiliates of Goldman
Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of those
investment partnerships and (ii) the investment partnerships control Coffeyville Acquisition II LLC and have the power to
vote or dispose of the Common Stock owned by Coffeyville Acquisition II LLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PONTARELLI KENNETH A
85 BROAD ST
NEW YORK, NY 10004
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X
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Signatures
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/s/ Yvette Kosic, Attorney-in-fact
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10/29/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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