SEC FORM 4 SEC Form 4
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).
1. Name and Address of Reporting Person*
GSO CAPITAL PARTNERS LP

(Last) (First) (Middle)
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CVR PARTNERS, LP [ UAN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 representing Limited Partner Interests 12/09/2016 S 29,351 D $5.7517 4,822,318 I See Footnotes(1)(10)(11)(12)(13)(14)
Common Units representing Limited Partner Interests 12/09/2016 S 20,649 D $5.7517 3,392,735 I See Footnotes(2)(10)(11)(12)(13)(14)
Common Units representing Limited Partner Interests 12/12/2016 S 29,351 D $5.6153 4,792,967 I See Footnotes(1)(10)(11)(12)(13)(14)
Common Units representing Limited Partner Interests 12/12/2016 S 20,649 D $5.6153 3,372,086 I See Footnotes(2)(10)(11)(12)(13)(14)
Common Units representing Limited Partner Interests 1,609,706 I See Footnotes(3)(10)(11)(12)(13)(14)
Common Units representing Limited Partner Interests 625,348 I See Footnotes(4)(10)(11)(12)(13)(14)
Common Units representing Limited Partner Interests 625,808 I See Footnotes(5)(10)(11)(12)(13)(14)
Common Units representing Limited Partner Interests 2,115,513 I See Footnotes(6)(10)(11)(12)(13)(14)
Common Units representing Limited Partner Interests 1,133,335 I See Footnotes(7)(9)(11)(12)(13)(14)
Common Units representing Limited Partner Interests 2,625,237 I See Footnotes(8)(9)(11)(12)(13)(14)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
GSO CAPITAL PARTNERS LP

(Last) (First) (Middle)
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSO Special Situations Fund LP

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSO SSOMF Nitro Blocker LLC

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GSO Special Situations Overseas Master Fund Ltd.

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Goodman Bennett J

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Smith J Albert III

(Last) (First) (Middle)
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
Explanation of Responses:
1. Reflects securities directly held by GSO Special Situations Fund LP.
2. Reflects securities directly held by GSO SSOMF Nitro Blocker LLC. GSO SSOMF Nitro Blocker LLC is wholly-owned by GSO Special Situations Overseas Master Fund Ltd.
3. Reflects securities directly held by GSO Cactus Credit Opportunities Fund LP.
4. Reflects securities directly held by Steamboat Nitro Blocker LLC. Steamboat Nitro Blocker LLC is wholly-owned by Steamboat Credit Opportunities Intermediate Fund LP.
5. Reflects securities directly held by GSO Coastline Credit Partners LP.
6. Reflects securities directly held by GSO ADGM II Nitro Blocker LLC. GSO ADGM II Nitro Blocker LLC is wholly-owned by GSO Aiguille des Grands Montets Fund II LP.
7. Reflects securities directly held by GSO Palmetto Opportunistic Investment Partners LP. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP.
8. Reflects securities directly held by GSO Credit-A Partners LP. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP. (GSO Credit-A Partners LP, together with GSO Special Situation Fund LP, GSO SSOMF Nitro Blocker LLC, GSO Cactus Credit Opportunities Fund LP, Steamboat Nitro Blocker LLC, GSO Coastline Credit Partners LP, GSO ADGM II Nitro Blocker LLC and GSO Palmetto Opportunistic Investment Partners LP, the "GSO Funds").
9. GSO Holdings I L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC. Blackstone Holdings II L.P. is a managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC.
10. GSO Capital Partners LP serves as the investment manager or advisor of each of GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Intermediate Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd. GSO Advisor Holdings L.L.C. is the special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C.
11. Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
12. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds.
13. Due to the limitations of the electronic filing system, GSO Holdings I L.L.C., GSO Advisor Holdings L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Stephen A. Schwarzman are filing a separate Form 4.
14. Each of the Reporting Persons disclaims beneficial ownership of the securities held by each of the GSO Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Remarks:
Exhibit 24.1 - Power of Attorney - Bennett J. Goodman Exhibit 24.2 - Power of Attorney - J. Albert Smith III
GSO CAPITAL PARTNERS LP, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/13/2016
GSO SPECIAL SITUATIONS FUND LP, By: GSO Capital Partners LP, its investment manager, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/13/2016
GSO SSOMF NITRO BLOCKER LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/13/2016
GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD., By: GSO Capital Partners LP, its investment manager, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 12/13/2016
BENNETT J. GOODMAN, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 12/13/2016
J. ALBERT SMITH III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 12/13/2016
** 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.

Exhibit 24.1

                                 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, BENNETT J. GOODMAN, hereby make,
constitute and appoint MARISA BEENEY, acting individually, as my agent and
attorney-in-fact for the purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as an executive, member of or in other capacities
with GSO Capital Partners LP and each of its affiliates or entities advised by
me or GSO Capital Partners LP, all documents, certificates, instruments,
statements, filings and agreements ("documents") to be filed with or delivered
to any foreign or domestic governmental or regulatory body or required or
requested by any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or disposition of
securities, futures contracts or other investments, and any other documents
relating or ancillary thereto, including without limitation all documents
relating to filings with any stock exchange, self-regulatory association, the
Commodities Futures Trading Commission and National Futures Association, the
United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934 (the "Act") and
the rules and regulations promulgated thereunder, including all documents
relating to the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information
statements on Form 13F required to be filed with the SEC pursuant to Section
13(f) of the Act, including without limitation Form 3, 4, 5, 144, or
Schedules 13D, 13F and 13G and any amendments to said forms or schedules, in
each case, as determined by such person to be necessary or appropriate. Any such
determination shall be conclusively evidenced by such person's execution,
delivery, furnishing and/or filing of the applicable document.

All past acts of the attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until the date
revoked in writing by the undersigned, and this power of attorney does not
revoke or replace any other power of attorney that the undersigned has
previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of
June, 2010.


/s/ BENNETT J. GOODMAN
------------------------------
Bennett J. Goodman





Exhibit 24.2

                                 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, J. ALBERT SMITH III, hereby make,
constituteand appoint MARISA BEENEY, acting individually, as my agent and
attorney-in-fact forthe purpose of executing in my name, (a) in my personal
capacity or (b) in my capacity as an executive, member of or in other
capacities with GSO Capital Partners LP and each of its affiliates or entities
advised by me or GSO Capital Partners LP, all documents, certificates,
instruments, statements, filings and agreements ("documents") to be filed with
or delivered to any foreign or domestic governmental or regulatory body or
required or requested by any other person or entity pursuant to any legal or
regulatory requirement relating to the acquisition, ownership, management or
disposition of securities, futures contracts or other investments, and any other
documents relating or ancillary thereto, including without limitation all
documents relating to filings with any stock exchange, self-regulatory
association, the Commodities Futures Trading Commission and National Futures
Association, the United States Securities and Exchange Commission (the "SEC")
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934
(the "Act") and the rules and regulations promulgated thereunder, including all
documents relating to the beneficial ownership of securities required to be
filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC pursuant to
Section 13(f) of the Act, including without limitation Form 3, 4, 5, 144, or
Schedules 13D, 13F and 13G and any amendments to said forms or schedules, in
each case, as determined by such person to be necessary or appropriate.
Any such determination shall be conclusively evidenced by such person's
execution,delivery, furnishing and/or filing of the applicable document.

All past acts of the attorneys-in-fact in furtherance of the foregoing are
hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until the date
revoked in writing by the undersigned, and this power of attorney does not
revoke or replace any other power of attorney that the undersigned has
previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of
June, 2010.


/s/ J. ALBERT SMITH III
------------------------------
J. Albert Smith III