Pytosh Mark A converted options into 36,022 units of Common Units and returned $2,406,270 worth of Common Units to the company (36,022 units at $66.80) (SEC Form 4)
$UAN
Agricultural Chemicals
Industrials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CVR PARTNERS, LP [ UAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/13/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 Units(1) | 12/13/2023 | M | 31,096 | A | $0(2) | 31,096 | D | |||
| Common Units(1) | 12/13/2023 | D | 31,096 | D | $66.8(3) | 0 | D | |||
| Common Units(4) | 12/13/2023 | M | 2,925 | A | $0(2) | 2,925 | D | |||
| Common Units(4) | 12/13/2023 | D | 2,925 | D | $66.8(3) | 0 | D | |||
| Common Units(5) | 12/13/2023 | M | 2,001 | A | $0(2) | 2,001 | D | |||
| Common Units(5) | 12/13/2023 | D | 2,001 | D | $66.8(3) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Phantom Units(1) | (2) | 12/13/2023 | M | 31,096 | (1) | (6) | Common Units | 31,096 | $0(2) | 0 | D | ||||
| Phantom Units(4) | (2) | 12/13/2023 | M | 2,925 | (4) | (6) | Common Units | 2,925 | $0(2) | 2,924 | D | ||||
| Phantom Units(5) | (2) | 12/13/2023 | M | 2,001 | (5) | (6) | Common Units | 2,001 | $0(2) | 4,000 | D | ||||
| Phantom Units(7) | (2) | 12/13/2023 | A | 11,066 | (7) | (6) | Common Units | 11,066 | $0(2) | 11,066 | D | ||||
| Explanation of Responses: |
| 1. The Phantom Units were awarded to the reporting person by CVR Partners, LP as compensation for services as an officer of its general partner, CVR GP, LLC, on December 9, 2020. These Phantom Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement. |
| 2. Each Phantom Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a common unit of CVR Partners, LP for the 10 trading days preceding the vest date. |
| 3. This price represents the average closing price of a common unit of CVR Partners, LP for the 10 trading days immediately preceding the vest date. |
| 4. The Phantom Units were awarded to the reporting person by CVR Partners, LP as compensation for services as an officer of its general partner, CVR GP, LLC, on December 8, 2021. These Phantom Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement. |
| 5. The Phantom Units were awarded to the reporting person by CVR Partners, LP as compensation for services as an officer of its general partner, CVR GP, LLC, on December 14, 2022. These Phantom Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement. |
| 6. The Phantom Units expire immediately upon vest. |
| 7. The Phantom Units were awarded to the reporting person by CVR Partners, LP as compensation for services as an officer of its general partner, CVR GP, LLC, on December 13, 2023. These Phantom Units vest ratably in annual installments in December of each of the three years following the grant date, subject to the terms and conditions of the award agreement. |
| Remarks: |
| /s/ Mark A. Pytosh | 12/15/2023 | |
| ** 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. | ||