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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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CVR PARTNERS, LP (Name of Issuer) |
Common Units (Title of Class of Securities) |
126633205 (CUSIP Number) |
Jesse A. Lynn, Esq. 16690 Collins Avenue, Suite PH-1 Sunny Isles Beach, FL, 33160 (305) 422-4100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/03/2025 (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
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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,164,274.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 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
4,164,274.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 126633205 |
| 1 |
Name of reporting person
CARL C. ICAHN | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,164,274.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
39.4 % | ||||||||
| 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:
Item 1 of the Initial 13D (as defined below) is hereby amended and supplemented as follows:
The Schedule 13D filed with the Securities and Exchange Commission on March 18, 2024 (as previously amended, the "Initial 13D"), by 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 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 Initial 13D, as amended. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Initial 13D is hereby amended and supplemented as follows:
The previously announced Rule 10b5-1 plan entered into by American Entertainment Properties Corp. ("AEP") with respect to the Units of the Issuer expired pursuant to its terms on June 1, 2025. On June 3, 2025, AEP entered into a new 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 227,726 Common Units on behalf of AEP beginning on July 3, 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 February 21, 2026, 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 10 to this Amendment No. 5, and which is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of the Initial 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 April 25, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q filed on April 29, 2025. UAN Services directly holds 3,892,000 Common Units. AEP directly holds 272,274 Common Units. Each of Icahn Enterprises Holdings, Icahn Enterprises GP and Carl C. Icahn disclaims beneficial ownership of all Common Units reported herein except to the extent of their pecuniary interest therein, if any. | |
| (b) | The information set forth in Item 5(a) is incorporated into this Item 5(b). | |
| (c) | The Reporting Persons have not effected any transactions in the Issuer's Common Units since the most recent filing of the Initial 13D. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Initial 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 5 with respect to the 10b5-1 Trading Plan is incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10 - 10b5-1 Trading Plan, dated June 3, 2025. | ||
| 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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