SEC Filing | CVR Partners, LP

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SEC FORM 3 SEC Form 3

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^*

White William L

(Last)

(First)

(Middle)

C/O CVR PARTNERS, LP

2277 PLAZA DRIVE, SUITE 500

(Street)

SUGAR LAND

77479

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2014

3. Issuer Name and Ticker or Trading Symbol
CVR PARTNERS, LP [ UAN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Marketing and Operations

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Phantom Units⁽¹⁾	12/30/2014	⁽²⁾	Common Units	3,265	⁽¹⁾	D
Phantom Units⁽³⁾	⁽⁴⁾	⁽⁵⁾	Common Units	6,522	⁽³⁾	D
Phantom Units⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Units	15,244	⁽⁶⁾	D

Explanation of Responses:

1. Each Phantom Unit reported herein represents the right to receive upon vesting, a cash payment equal to the fair market value of one common unit of CVR Partners, LP as of the vesting date.

2. The Phantom Units expire immediately following payment within 30 days after their vesting.

3. Each Phantom Unit reported herein represents the right to receive upon vesting, one common unit of CVR Partners, LP.

4. The Phantom Units vest in two equal installments on December 28, 2014 and December 28, 2015.

5. The Phantom Units expire immediately following issuance of the Common Units upon vesting.

6. Each Phantom Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of one common unit of CVR Partners, LP for the first 10 business days of the month in which vesting occurs.

7. The Phantom Units vest in three installments on December 27, 2014, December 27, 2015 and December 27, 2016.

8. The Phantom Units expire immediately following payment within 10 days after their vesting.

	/s/ Susan M. Ball, Attorney-in-fact	07/02/2014
	** 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.

			LIMITED POWER OF ATTORNEY

      The undersigned, being a person who will be subject to the
reporting obligations of Section 16 of the Securities Exchange Act of
1934, as amended (the "Act"), with respect to securities of CVR Partners,
LP (the "Partnership"), hereby constitutes and appoints each of Edmund
S. Gross and Susan M. Ball as the undersigned's true and lawful attorneys-
in-fact and agents to (i) obtain filing codes from the Securities and
Exchange Commission (the "SEC") so as to permit the filing of Forms 3, 4,
and 5 with the SEC by or on behalf of the undersigned pursuant to Section
16 of the Act, and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the undersigned's
ownership, acquisition or disposition of equity securities of the Partnership
and (ii) execute and file for and on behalf of the undersigned Forms 3, 4,
and 5 with the SEC, and to perform all acts necessary in order to obtain such
codes and/or execute and file such Forms 3, 4, and 5, as applicable, as he or
she, as applicable, shall deem appropriate.  The undersigned hereby ratifies
and confirms all that said attorneys-in-fact and agents shall do or cause to be
done by virtue hereof.

      This Limited Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms 3, 4, and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Partnership unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

      This Limited Power of Attorney is executed as of June 19, 2014.


                                         /s/ Bill White
                                        -----------------------
                                        Bill White