- Amended Statement of Ownership (SC 13G/A)
February 15 2011 - 5:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
CVR Energy, Inc.
Common Stock, par value $0.01 per share
(Title of Class of Securities)
12662P 10 8
November 24, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to
be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of the section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
Coffeyville Acquisition LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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6
|
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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19,747,202
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EACH
|
7
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SOLE DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
|
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0
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8
|
|
SHARED DISPOSITIVE POWER
|
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|
19,747,202
|
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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19,747,202
|
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|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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22.9%
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12
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING PERSON
Kelso Investment Associates VII, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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5
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
|
6
|
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SHARED VOTING POWER
|
BENEFICIALLY
|
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OWNED BY
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19,747,202
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EACH
|
7
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SOLE DISPOSITIVE POWER
|
REPORTING
|
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PERSON
|
|
0
|
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8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
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|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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|
o
|
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|
|
11
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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22.9%
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12
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
Kelso GP VII, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
|
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3
|
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
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Delaware
|
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|
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5
|
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SOLE VOTING POWER
|
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NUMBER OF
|
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0
|
|
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|
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SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
|
|
0
|
|
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|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
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|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
22.9%
|
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|
|
12
|
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TYPE OF REPORTING PERSON
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PN
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1
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NAME OF REPORTING PERSON
Kelso GP VII, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)
o
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(b)
o
|
|
|
|
3
|
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SEC USE ONLY
|
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|
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Delaware
|
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|
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5
|
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SOLE VOTING POWER
|
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NUMBER OF
|
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0
|
|
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SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
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|
PERSON
|
|
0
|
|
|
|
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|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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|
22.9%
|
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|
12
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TYPE OF REPORTING PERSON
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OO
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1
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NAME OF REPORTING
PERSON
KEP VI, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
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(b)
o
|
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|
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3
|
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SEC USE ONLY
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|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
Delaware
|
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|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
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TYPE OF REPORTING PERSON
|
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|
OO
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1
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NAME OF REPORTING PERSON
Philip E. Berney
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
o
|
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(b)
o
|
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|
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3
|
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
United States of America
|
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5
|
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SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
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TYPE OF REPORTING PERSON
|
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|
IN
|
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1
|
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NAME OF REPORTING
PERSON
Frank K. Bynum, Jr.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)
o
|
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(b)
o
|
|
|
|
3
|
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
United States of America
|
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|
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|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
8
|
|
|
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|
1
|
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NAME OF REPORTING
PERSON
James J. Connors, II
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
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|
|
|
|
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|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
|
United States of America
|
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|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
9
|
|
|
|
|
|
1
|
|
NAME OF REPORTING
PERSON
Michael B. Goldberg
|
|
|
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|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Frank J. Loverro
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
George E. Matelich
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Church M. Moore
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Frank T. Nickell
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Stanley de J. Osborne
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
David I. Wahrhaftig
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Thomas R. Wall, IV
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
Christopher L. Collins
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a)
o
|
|
(b)
o
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States of America
|
|
|
|
|
|
5
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
6
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,747,202
|
|
|
|
|
EACH
|
7
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,747,202
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,747,202
|
|
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
|
o
|
|
|
|
11
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
22.9%
|
|
|
|
12
|
|
TYPE OF REPORTING PERSON
|
|
|
|
IN
|
Amendment No. 2 to Schedule 13G
The Schedule 13G (the Schedule) filed by Coffeyville Acquisition LLC, Kelso Investment
Associates VII, L.P., Kelso GP VII, L.P., Kelso GP VII, LLC, KEP VI, LLC, Philip E. Berney, Frank
K. Bynum, Jr., James J. Connors, II, Michael B. Goldberg, Frank J. Loverro, George E. Matelich,
Church M. Moore, Frank T. Nickell, Stanley de J. Osborne, David I. Wahrhaftig, and Thomas R. Wall,
IV on January 24, 2008 is hereby amended and supplemented as set forth below in this Amendment No.
2 to the Schedule (the Amendment). The Amendment is being filed to amend disclosure in Item 4 of
the Schedule and to add Christopher L. Collins as a reporting person
because he became a managing member of KEP VI
on October 19, 2009.
Item 4. Ownership (a) through (c)
(a) Amount beneficially owned
:
See Item 9 of the attached cover pages.
(b) Percent of class:
See Item 11 of the attached cover pages. The figures reported in Item 11 of the attached
cover pages are based upon the number of outstanding shares reported in the quarterly report on
Form 10-Q filed with the Securities and Exchange Commission on
November 3, 2010, which reported the
total outstanding shares of common stock, as of November 1, 2010, as 86,347,268.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
See Item 5 of the attached cover pages.
(ii) Shared power to vote or direct the vote:
See Item 6 of the attached cover pages.
(iii) Sole power to dispose or to direct the disposition:
See Item 7 of the attached cover pages.
(iv) Shared power to dispose or to direct the disposition:
See Item 8 of the attached cover pages.
Kelso GP VII, LLC (GP VII LLC) is the general partner of Kelso GP VII, L.P. (GP VII LP). GP
VII LP is the general partner of Kelso Investment Associates VII, L.P. (KIA VII). KIA VII is the
majority owner of Coffeyville Acquisition LLC. Each of GP VII LLC, GP VII LP and KIA VII disclaims
beneficial ownership of the securities owned of record by Coffeyville Acquisition LLC, except to
the extent of their respective pecuniary interests therein, and the inclusion of these securities
in this report shall not be deemed an admission of beneficial ownership of all the reported
securities for purposes of Section 16 or for any other purposes.
Each of GP VII LLC, GP VII LP and KIA VII, due to their common control, could be deemed to
beneficially own each others securities. GP VII LLC disclaims beneficial ownership of all of the
securities owned of record, or deemed beneficially owned, by each of GP VII LP and KIA VII, except
to the extent of its pecuniary interest therein, and the inclusion of these securities in this
report
19
shall not be deemed an admission of beneficial ownership of all the reported securities for
purposes of Section 16 or for any other purposes.
GP VII LP disclaims beneficial ownership of all of the securities owned of record, or deemed
beneficially owned, by each of GP VII LLC and KIA VII, except, in the case of KIA VII, to the
extent of its pecuniary interest therein, and the inclusion of these securities in this report
shall not be deemed an admission of beneficial ownership of all the reported securities for
purposes of Section 16 or for any other purposes. KIA VII disclaims beneficial ownership of all of
the securities owned of record, or deemed beneficially owned, by each of GP VII LLC and GP VII LP,
and the inclusion of these securities in this report shall not be deemed an admission of beneficial
ownership of all the reported securities for purposes of Section 16 or for any other purposes.
KEP VI, LLC (KEP VI) and GP VII LLC due to their common control could be deemed to
beneficially own each others securities. KEP VI disclaims beneficial ownership of all of the
securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP and KIA
VII, and the inclusion of these securities in this report shall not be deemed an admission of
beneficial ownership of all the reported securities for purposes of Section 16 or for any other
purposes. Each of GP VII LLC, GP VII LP and KIA VII disclaims beneficial ownership of all of the
securities owned of record, or deemed beneficially owned, by KEP VI, and the inclusion of these
securities in this report shall not be deemed an admission of beneficial ownership of all the
reported securities for purposes of Section 16 or for any other purposes.
KEP VI disclaims beneficial ownership of the securities owned of record by Coffeyville
Acquisition LLC, except to the extent of its pecuniary interest therein, and the inclusion of these
securities in this report shall not be deemed an admission of beneficial ownership of the reported
securities for purposes of Section 16 or for any other purposes.
Messrs. Berney, Bynum, Connors, Goldberg, Loverro, Matelich, Moore, Nickell, Osborne,
Wahrhaftig and Wall (the Kelso Individuals) may be deemed to share beneficial ownership of securities owned of record or
beneficially owned by GP VII LLC, GP VII LP, KIA VII, KEP VI and Coffeyville Acquisition LLC, by
virtue of their status as managing members of GP VII LLC and KEP VI, but disclaim beneficial
ownership of such securities, and this report shall not be deemed an admission that any of the Kelso Individuals is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.
Christopher L. Collins may be deemed to share beneficial ownership of securities owned of record or beneficially owned by KEP VI and Coffeyville Acquisition LLC
by virtue of his status as a managing member of KEP VI. Mr. Collins
shares investment and voting power with the Kelso Individuals with
respect to ownership interests owned by KEP VI and Coffeyville
Acquisition LLC but disclaims beneficial ownership of such interests,
and this report shall not be deemed an admission that Mr. Collins is
the beneficial owner of these securities for purposes of
Section 16 or for any other purposes. Mr. Collins also disclaims
beneficial ownership of securities owned of record by GP VII LLC,
GP VII LP, KIA VII, KEP VI and Coffeyville Acquisition LLC, and this
report shall not be deemed an admission that Mr. Collins is the
beneficial owner of these securities for purposes of Section 16
or for any other purposes.
20
Signature
.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this Statement is true, complete and correct.
Date:___________ , 2011
|
|
|
|
|
|
|
COFFEYVILLE ACQUISITION LLC
|
|
|
|
|
|
|
|
Signature:
|
|
*
|
|
|
|
|
|
|
By:
|
|
James J. Connors, II, its Vice President
|
|
|
|
|
|
|
|
KELSO INVESTMENT ASSOCIATES VII, L.P
|
|
|
|
|
|
|
|
Signature:
|
|
*
|
|
|
|
|
|
|
By:
|
|
Kelso GP VII, L.P., its General Partner,
|
|
|
|
|
by Kelso GP VII, LLC, its General
|
|
|
|
|
Partner, by James J. Connors,II, its
|
|
|
|
|
Managing Member
|
|
|
|
|
|
|
|
KELSO GP VII, L.P.
|
|
|
|
|
|
|
|
Signature:
|
|
*
|
|
|
|
|
|
|
By:
|
|
Kelso GP VII, LLC, its General Partner,
|
|
|
|
|
by James J.Connors, II, its Managing
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
KELSO GP VII, LLC
|
|
|
|
|
|
|
|
Signature:
|
|
*
|
|
|
|
|
|
|
By:
|
|
James J. Connors, II, its Managing
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
KEP VI, LLC
|
|
|
|
|
|
|
|
Signature:
|
|
*
|
|
|
|
|
|
|
By:
|
|
James J. Connors, II, its Managing
|
|
|
|
|
Member
|
|
|
|
|
|
|
|
PHILIP E. BERNEY
|
|
|
|
|
|
|
|
Signature:
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
FRANK K. BYNUM, JR.
|
|
|
|
|
|
|
|
Signature:
|
|
*
|
|
|
|
|
21
|
|
|
|
|
|
|
JAMES J. CONNORS, II
|
|
|
|
|
|
|
|
Signature:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MICHAEL B. GOLDBERG
|
|
|
|
|
|
|
|
Signature: *
|
|
|
|
|
|
|
|
|
|
|
|
FRANK J. LOVERRO
|
|
|
|
|
|
|
|
Signature: *
|
|
|
|
|
|
|
|
|
|
|
|
GEORGE E. MATELICH
|
|
|
|
|
|
|
|
Signature: *
|
|
|
|
|
|
|
|
|
|
|
|
CHURCH M. MOORE
|
|
|
|
|
|
|
|
Signature: *
|
|
|
|
|
|
|
|
|
|
|
|
FRANK T. NICKELL
|
|
|
|
|
|
|
|
Signature: *
|
|
|
|
|
|
|
|
|
|
|
|
STANLEY DE J. OSBORNE
|
|
|
|
|
|
|
|
Signature: *
|
|
|
|
|
|
|
|
|
|
|
|
DAVID I. WAHRHAFTIG
|
|
|
|
|
|
|
|
Signature: *
|
|
|
|
|
|
|
|
|
|
|
|
THOMAS R. WALL, IV
|
|
|
|
|
|
|
|
Signature: *
|
|
|
|
|
|
|
|
|
|
|
|
CHRISTOPHER L. COLLINS
|
|
|
|
|
|
|
|
Signature: *
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*By:
|
/s/ James J. Connors, II
|
|
|
|
Name:
|
James J. Connors, II
|
|
|
|
Attorney-in-fact**
|
|
|
**The Powers of Attorney filed with the Securities and Exchange Commission with (i) the Form 3s,
dated October 22, 2007 in respect of the securities of CVR Energy, Inc. by Coffeyville Acquisition
LLC, Kelso Investment Associates VII, L.P., Kelso GP VII, L.P., Kelso GP VII, LLC, KEP VI, LLC,
Philip E. Berney, Frank K. Bynum, Jr., James J. Connors, II, Michael B. Goldberg, Frank J.
Loverro, George E. Matelich, Frank T. Nickell, Stanley de J. Osborne, David I. Wahrhaftig, and
Thomas R. Wall, IV, and (ii) the Form 3 dated December 19, 2007 in respect of the securities of
CVR Energy, Inc. by Church M. Moore are hereby incorporated by
reference. The Power of Attorney for Christopher L. Collins is filed
herewith as Exhibit 99.A.
22
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