SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 26, 2014
CVR PARTNERS, LP
(Exact name of registrant as specified in its charter)
(State or other
(Commission File Number)
2277 Plaza Drive, Suite 500
Sugar Land, Texas 77479
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (281) 207-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On December 26, 2014 (the “Effective Date”), CVR Partners, LP (the “Partnership”) entered into a Phantom Unit Agreement with Mark A. Pytosh, Chief Executive Officer and President of CVR GP, LLC, the general partner of the Partnership and a named executive officer, awarding Mr. Pytosh 66,522 phantom units and distribution equivalent rights.
The award vests in one-third annual increments beginning on December 26, 2015. Each phantom unit and distribution equivalent right represents the right to receive, upon vesting, a cash payment equal to (a) the average closing price of the common units of the Partnership for the 10 business days preceding the vesting date, plus (b) the cash value of all distributions declared and paid by the Partnership on the Partnership’s common units from the Effective Date to and including the vesting date.
If Mr. Pytosh is terminated other than for cause or he resigns for good reason, then the portion of the award scheduled to vest in the year in which such event occurs becomes immediately vested and the remaining portion is forfeited.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 2, 2015
CVR Partners, LP
By: CVR GP, LLC, its general partner
/s/ John R. Walter
John R. Walter,
Senior Vice President, General Counsel and Secretary