Sec Form 4 Filing - ICAHN CARL C @ Delek US Holdings, Inc. - 2020-03-18

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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 - PENTHOUSE SUITE
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2020
(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") 03/18/2020 P 839,400 A $ 10.42 10,269,880 I Please see all footnotes ( 1 ) ( 4 ) ( 5 ) ( 6 )
Shares 03/19/2020 P 270,000 A $ 11.39 10,539,880 I Please see all footnotes ( 1 ) ( 4 ) ( 5 ) ( 6 )
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
Forward Contract (obligation to purchase) ( 2 ) 03/19/2020 J( 2 ) 1 03/19/2020 03/18/2022 Shares 372,000 ( 2 ) 1 I Please see footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Reporting Owners
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, FL33160
X
CVR ENERGY INC
2277 PLAZA DRIVE
SUITE 500
SUGAR LAND, TX77479
X
Signatures
/S/ Carl C. Icahn 03/19/2020
Signature of Reporting Person Date
/S/ CVR Energy, Inc. 03/19/2020
Signature of Reporting Person Date
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.

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.