| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/07/2011 |
3. Issuer Name and Ticker or Trading Symbol
CVR PARTNERS, LP [ UAN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| Remarks: |
| The reporting person is also a director of CVR Energy, Inc. The reporting person disclaims beneficial ownership of securities of CVR Partners, LP owned directly or indirectly by CVR Energy, Inc., if any. Exhibit List: Exhibit 24: Power of Attorney |
| No securities are beneficially owned. |
| James J. Connors, II, Attorney-in-fact | 04/07/2011 | |
| ** 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 5 (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. | ||
SECTION 16 REPORTING OBLIGATIONS
Know all by these present that the undersigned hereby makes, constitutes and appoints James J.
Connors, II, Howard A. Matlin and Rosanna T. Leone, and each of them, with full power of
substitution and resubstitution, as such undersigned’s true and lawful attorneys-in-fact, with
full power and authority as hereinafter described on behalf of and in the name, place and stead of
the undersigned to:
(1) executed and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5
relating to CVR Partners, LP, a Delaware limited partnership (the “Partnership”) and required to be
filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and the rules thereunder and (ii) any and all schedules relating to the Partnership
required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder
(together, the “Forms and Schedules”), in the undersigned’s capacity as a director of the
Partnership, and in and all other capacities pursuant to which such Forms and Schedules may be
required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Forms and timely file such Forms and Schedules with the
United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in
their discretion on information provided to such attorney-in-fact without independent verification
of such information;
(2) any documents prepared and/or executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney will be in such form and will contain such
information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or
desirable;
(3) neither the Partnership nor such attorney-in-fact assumes (i) any liability for the
undersigned’s responsibility to comply with the requirement of the Exchange Act, (ii) any liability
of the undersigned for any failure to comply with such requirements, or (iii) any obligation or
liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance
with the undersigned’s obligations under the Exchange Act, including without limitation the
reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants the foregoing attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite, necessary or
appropriate to be done in and about the foregoing matters as fully to all intents and purposes as
the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of,
for an on behalf of he undersigned, shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked by the undersigned
in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 31st day of March, 2011.
/s/ George E. Matelich
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STATE OF NEW YORK
COUNTY OF NEW YORK
On this 31st day of March 2011, George E. Matelich personally appeared before me,
and acknowledged that s/he executed the foregoing instrument for the purposes therein contained.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
| /s/ Priscilla A. Rubertone
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| PRISCILLA A. RUBERTONE | ||||
| Notary Public, State of New York | ||||
| No. 01RU6110504 | ||||
| Qualified in New York County | ||||
| Commission Expires May 24, 2012 | ||||
| My Commission Expires: |