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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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CVR PARTNERS, LP (Name of Issuer) |
Common Units (Title of Class of Securities) |
126633205 (CUSIP Number) |
Jesse A. Lynn, Esq. Icahn Enterprises L.P., 16690 Collins Avenue, PH-1 Sunny Isles Beach, FL, 33160 305-422-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/20/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 126633205 |
| 1 |
Name of reporting person
IEP Energy Holding LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,054,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 126633205 |
| 1 |
Name of reporting person
AMERICAN ENTERTAINMENT PROPERTIES CORP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,054,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 126633205 |
| 1 |
Name of reporting person
ICAHN ENTERPRISES HOLDINGS L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,054,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 126633205 |
| 1 |
Name of reporting person
ICAHN ENTERPRISES G.P. INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,054,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 126633205 |
| 1 |
Name of reporting person
BECKTON CORP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,054,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 126633205 |
| 1 |
Name of reporting person
ICAHN CARL C | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,054,457.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
38.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Units | |
| (b) | Name of Issuer:
CVR PARTNERS, LP | |
| (c) | Address of Issuer's Principal Executive Offices:
2277 PLAZA DRIVE, SUITE 500, SUGAR LAND,
TEXAS
, 77479. | |
Item 1 Comment:
The Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on March 18, 2024, as amended by Amendment No. 1 thereto filed with the Commission on August 19, 2024 and Amendment No. 2 thereto filed with the Commission on November 8, 2024 (as amended, the "Schedule 13D"), by IEP Energy Holding LLC, American Entertainment Properties Corp. ("AEP"), Icahn Enterprises Holdings L.P., Icahn Enterprises GP Inc., Beckton Corp. and Carl C. Icahn (the "Reporting Persons"), with respect to common units representing limited partner interests (the "Common Units") of CVR Partners, LP, a Delaware limited partnership (the "Issuer"), is hereby further amended by and for each of the Reporting Persons to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On December 20, 2024, AEP entered into a trading plan (the "10b5-1 Trading Plan") pursuant to Rule 10b5-1 under the Act. The 10b5-1 Trading Plan provides that Jefferies LLC (the "Broker") may make periodic purchases of up to an aggregate of 320,000 Common Units on behalf of AEP beginning on January 20, 2025. The amount and timing of purchases, if any, pursuant to the 10b5-1 Trading Plan will be determined based on the terms of the 10b5-1 Trading Plan, market conditions, unit price and other factors. The 10b5-1 Trading Plan will terminate at the earlier of the execution of all purchase orders pursuant to the 10b5-1 Trading Plan or June 1, 2025, or when the 10b5-1 Trading Plan is otherwise terminated pursuant to its terms. The foregoing summary is qualified in its entirety by reference to the 10b5-1 Trading Plan, a copy of which is filed as Exhibit 9 to this Amendment No. 3, and which is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5 of the Schedule 13D is hereby amended and supplemented as follows:
The percentages set forth on the cover pages are based on 10,569,637 outstanding Common Units as of October 25, 2024, as set forth in the Issuer's Quarterly Report on Form 10-Q filed on October 29, 2024. AEP holds 162,457 Common Units. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Common Units and each of the Reporting Persons disclaims beneficial ownership of the other Common Units reported on this Schedule 13D. | |
| (b) | The information set forth in Item 5(a) is incorporated into this Item 5(b). | |
| (c) | The below sets forth all transactions with respect to the Common Units by any Reporting Person since the most recent amendment to the Schedule 13D.
American Entertainment Properties Corp (AEPC) purchased Common Units as follows: (i) 11/11/24, 10,697 Common Units at $71.82 per Unit; (ii) 11/12/2024, 8,708 Common Units at $71.28 per Unit; (iii) 11/13/2024, 7,927 Common Units at $71.51 per unit; (iv) 11/14/2024, 4,163 Common Units at $$72.25 per unit; (v) 11/15/2024, 4,593 Common Units at $72.76 per unit; (vi) 11/18/2024, 5,215 Common Units at $71.92 per unit; (vii) 11/19/2024, 6,106 Common Units at $71.41 per unit; (viii) 11/20/2024, 3,068 Common Units at $71.19 per unit; (ix) 11/21/2024, 10,000 Common Units at $71.96 per unit; (x) 11/22/2024, 2,500 Common Units at $72.36 per unit; (xi) 11/25/2024, 10,000 Common Units at $71.55 per unit; (xii) 11/26/2024, 13,315 Common Units at $70.72 per unit; (xiii) 12/13/2024, 2, 851 Common Units at $74.84; (xiv) 12/16/2024, 2,518 Common Units at $74.97 per unit; (xv) 12/17/2024, 3,655 Common Units at $74.82 per unit; (xvi) 12/18/2024, 2,287 Common Units at $74.55 per unit; (xvii) 3,100 Common Units at $73.99 per unit; and (xviii) 12/20/2024, 6,202 Common Units at $74.22 per unit. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 3 with respect to the 10b5-1 Trading Plan is incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 9 - 10b5-1 Trading Plan, dated December 20, 2024. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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