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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OMB APPROVAL |
OMB Number: |
3235-0287 |
Estimated average burden |
hours per response: |
0.5 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CVR PARTNERS, LP
[ UAN ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2016
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4. 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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Form filed by One Reporting Person |
X |
Form filed by More than One Reporting Person |
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
Amount |
(A) or (D) |
Price |
Common Units representing Limited Partner Interests |
12/09/2016 |
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S |
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29,351 |
D |
$5.7517
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4,822,318 |
I |
See Footnotes
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Common Units representing Limited Partner Interests |
12/09/2016 |
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S |
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20,649 |
D |
$5.7517
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3,392,735 |
I |
See Footnotes
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Common Units representing Limited Partner Interests |
12/12/2016 |
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S |
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29,351 |
D |
$5.6153
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4,792,967 |
I |
See Footnotes
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Common Units representing Limited Partner Interests |
12/12/2016 |
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S |
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20,649 |
D |
$5.6153
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3,372,086 |
I |
See Footnotes
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Common Units representing Limited Partner Interests |
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1,609,706 |
I |
See Footnotes
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Common Units representing Limited Partner Interests |
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625,348 |
I |
See Footnotes
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Common Units representing Limited Partner Interests |
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625,808 |
I |
See Footnotes
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Common Units representing Limited Partner Interests |
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2,115,513 |
I |
See Footnotes
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Common Units representing Limited Partner Interests |
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1,133,335 |
I |
See Footnotes
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Common Units representing Limited Partner Interests |
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2,625,237 |
I |
See Footnotes
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
C/O GSO CAPITAL PARTNERS LP |
345 PARK AVENUE |
(Street)
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1. Name and Address of Reporting Person*
C/O GSO CAPITAL PARTNERS LP |
345 PARK AVENUE |
(Street)
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1. Name and Address of Reporting Person*
C/O GSO CAPITAL PARTNERS LP |
345 PARK AVENUE |
(Street)
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1. Name and Address of Reporting Person*
C/O GSO CAPITAL PARTNERS LP |
345 PARK AVENUE |
(Street)
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1. Name and Address of Reporting Person*
C/O GSO CAPITAL PARTNERS LP |
345 PARK AVENUE |
(Street)
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Explanation of Responses: |
Remarks: |
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GSO CAPITAL PARTNERS LP, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory |
12/13/2016 |
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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 |
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GSO SSOMF NITRO BLOCKER LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory |
12/13/2016 |
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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 |
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BENNETT J. GOODMAN, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact |
12/13/2016 |
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J. ALBERT SMITH III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact |
12/13/2016 |
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** 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