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
                      

1. Name and Address of Reporting Person *

LIPINSKI JOHN J 		2. Issuer Name and Ticker or Trading Symbol

CVR ENERGY INC [ CVI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and President
(Last)          (First)          (Middle)

C/O CVR ENERGY, INC., 2277 PLAZA DRIVE, SUITE 500 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/4/2012
(Street)

SUGAR LAND, TX 77479
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Stock   5/4/2012     D    489351   D   (1) 0   D    
Common Stock   12/30/2012   (6)   M    88984   A $30   88984   D    
Common Stock   12/30/2012   (6)   D    88984   D $30   0   D    
Common Stock   12/31/2012   (6)   M    74111   A $30   74111   D    
Common Stock   12/31/2012   (6)   D    74111   D $30   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units     (2) 5/4/2012     A      489351         (3)   (4) Common Stock   489351   $0   489351   D    
Restricted Stock Units     (5) 12/28/2012     A      62920       12/28/2013   12/28/2013   Common Stock   62920   $0   552271   D    
Restricted Stock Units     (6) 12/30/2012     M         88984    12/30/2012   12/30/2012   Common Stock   88984   $30   463287   D    
Restricted Stock Units     (6) 12/31/2012     M         74111    12/31/2012   12/31/2012   Common Stock   74111   $30   389176   D    

Explanation of Responses:
( 1)  Although initially reported as Common Stock, these shares were converted to Restricted Stock Units effective as of May 4, 2012 in connection with the Transaction Agreement dated April 18, 2012 entered into among CVR Energy, Inc. and certain affiliates of Carl C. Icahn. Therfore, the number of shares formerly held by the reporting person as Restricted Stock was disposed to the company, and Table II depicts replacement with the acquisition of an equal number of Restricted Stock Units.
( 2)  Each Restricted Stock Unit reporte herein represents the right to receive upon vesting, a cash payment equal to the lesser of $30 or the fair market value of one share of common stock of the company as of the vesting date, plus the CCP Consideration, as defined in the Transaction Agreement.
( 3)  The Restricted Stock Units vest in three annual installments in accordance with the terms provided in the replacement award agreement for the awards originally dated July 16, 2010, Dcember 31, 2010 and December 30, 2011.
( 4)  The Restricted Stock Units expire immediately following payment within 10 days after their vesting.
( 5)  Each Restricted Stock Unit reported herein represents the right to receive upon vesting, a cash payment equal to the fair market value of one share of common stock of the company as of the vesting date.
( 6)  This transaction represents the settlement of vested Restricted Stock Units in cash by the company.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LIPINSKI JOHN J
C/O CVR ENERGY, INC.
2277 PLAZA DRIVE, SUITE 500
SUGAR LAND, TX 77479 		X
CEO and President

Signatures
/s/ Edmund S. Gross, Attorney-in-fact 1/2/2013
** 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.
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