Statement of Changes in Beneficial Ownership (4)
March 19 2020 - 5:57PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
ICAHN CARL C |
2. Issuer Name and Ticker or Trading Symbol
Delek US Holdings, Inc.
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DK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ICAHN ENTERPRISES L.P., 16690 COLLINS AVENUE - PENTHOUSE SUITE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/18/2020 |
(Street)
SUNNY ISLES BEACH, FL 33160
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ 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
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.01 per share ("Shares") | 3/18/2020 | | P | | 839400 | A | $10.42 | 10269880 | I | Please see all footnotes (1)(4)(5)(6) |
Shares | 3/19/2020 | | P | | 270000 | A | $11.39 | 10539880 | I | Please see all footnotes (1)(4)(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Forward Contract (obligation to purchase) | (2) | 3/19/2020 | | J (2) | | 1 | | 3/19/2020 | 3/18/2022 | Shares | 372000 | (2) | 1 | I | Please see footnotes (2)(3)(4)(5)(6) |
Explanation of Responses: |
(1) | CVR Energy, Inc. ("CVI") directly beneficially owns 10,539,880 Shares. |
(2) | On March 19, 2020, CVI entered into a forward contract providing for the purchase by CVI of 372,000 Shares at a forward price of $9.00 per Share, plus a financing charge. In addition, as part of the purchase price for the Shares, CVI paid the counterparty to the forward contract $2.38 per Share upon establishing the contract. Subject to the rights of CVI to accelerate the settlement date, the forward contract will settle on March 18, 2022. |
(3) | The forward contract provides for physical settlement, with CVI retaining the right to elect cash settlement. The forward contract does not give CVI direct or indirect voting, investment or dispositive control over the Shares to which the contract relates. |
(4) | IEP Energy LLC ("IEP Energy") holds approximately 71% of the outstanding common stock of CVI. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of Icahn Building LLC ("Building"), which is the sole stockholder of American Entertainment Properties Corp. ("AEP"), which is the sole member of IEP Energy Holding LLC ("Energy Holding"), which is the sole member of IEP Energy. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), which is the general partner of Icahn Enterprises Holdings. |
(5) | Beckton is 100 percent owned by Carl C. Icahn. In addition, Mr. Icahn is the indirect holder of approximately 92.0% of the outstanding depositary units representing limited partnership interests in Icahn Enterprises L.P. ("Icahn Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by CVI. |
(6) | Each of IEP Energy, Energy Holding, AEP, Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which CVI directly beneficially owns. Each of IEP Energy, Energy Holding, AEP, Building, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ICAHN CARL C C/O ICAHN ENTERPRISES L.P. 16690 COLLINS AVENUE - PENTHOUSE SUITE SUNNY ISLES BEACH, FL 33160 |
| X |
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CVR ENERGY INC 2277 PLAZA DRIVE SUITE 500 SUGAR LAND, TX 77479 |
| X |
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Signatures
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/S/ Carl C. Icahn | | 3/19/2020 |
**Signature of Reporting Person | Date |
/S/ CVR Energy, Inc. | | 3/19/2020 |
**Signature of Reporting Person | Date |
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