Sec Form 4 Filing - ICAHN CARL C @ Delek US Holdings, Inc. - 2021-11-05

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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. [ DK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ICAHN ENTERPRISES L.P., 16690 COLLINS AVENUE, PH-1
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2021
(Street)
SUNNY ISLES BEACH, FL33160
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Stock, par value $.01 per share ("Shares") 11/05/2021 S 371,150 D $ 18.68 7,093,502 I Please see all footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Shares 11/08/2021 S 41,830 D $ 18.51 7,051,672 I Please see all footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
Shares 11/09/2021 S 27,538 D $ 18.5 7,024,134 I Please see all footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICAHN CARL C
C/O ICAHN ENTERPRISES L.P.
16690 COLLINS AVENUE, PH-1
SUNNY ISLES BEACH, FL33160
X
CVR ENERGY INC
2277 PLAZA DRIVE, SUITE 500
SUGAR LAND, TX77479
X
Signatures
/s/ Carl C. Icahn 11/09/2021
Signature of Reporting Person Date
/s/ CVR Energy, Inc. By: /s/ Dane J. Neumann Executive Vice President and Chief Financial Officer 11/09/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )CVR Energy, Inc. ("CVI") directly beneficially owns 372,000 Shares (representing Shares underlying a forward contract) and IEP Energy Holding LLC ("Energy Holding") directly beneficially owns 7,024,134 Shares.
( 2 )Energy Holding holds approximately 71% of the outstanding common stock of CVI. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole stockholder of American Entertainment Properties Corp. ("AEP"), which is the sole member of Energy Holding. 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.
( 3 )Beckton is 100 percent owned by Carl C. Icahn. In addition, Mr. Icahn is the indirect holder of approximately 90.0% 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 each of CVI and Energy Holding.
( 4 )Each of Energy Holding AEP, 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 Energy Holding, AEP, 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.
( 5 )Each of AEP, 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 Energy Holding directly beneficially owns. Each of AEP, 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.

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