Statement of Changes in Beneficial Ownership (4)

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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3235-0287

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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 * Jackson Tracy Dawn	2. Issuer Name and Ticker or Trading Symbol CVR ENERGY INC [ CVI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) EVP and CFO
(Last)          (First)          (Middle) 2277 PLAZA DRIVE, SUITE 500	3. Date of Earliest Transaction (MM/DD/YYYY) 12/9/2020
(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 (1)	12/9/2020		M		3987	A	$0 (2)	3987	D
Common Stock (1)	12/9/2020		D		3987	D	$15.39 (3)	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
Incentive Units (4)	(2)	12/9/2020		A		50536		(4)	(5)	Common Stock	50536.0	$0 (2)	50536	D
Incentive Units (1)	(2)	12/9/2020		M			3987	(1)	(5)	Common Stock	3987.0	$0 (2)	7973	D

Explanation of Responses:
(1)	The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 13, 2019. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms and conditions of the award agreement.
(2)	Each Incentive Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days preceding the vest date.
(3)	This price represents the average closing price of a share of CVR Energy, Inc. common stock for the 10 trading days preceding the vest date.
(4)	The Incentive Units were awarded to the reporting person by CVR Energy, Inc. as compensation for services as an officer on December 9, 2020. These Incentive Units vest ratably in three annual installments beginning in December of each year following the grant date, subject to the terms and conditions of the award agreement.
(5)	The Incentive Units expire immediately upon vest.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Jackson Tracy Dawn 2277 PLAZA DRIVE, SUITE 500 SUGAR LAND, TX 77479			EVP and CFO

Signatures
/s/ Tracy D. Jackson		12/11/2020
**Signature of Reporting Person		Date