UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant~~Date toof ~~Section~~Report ~~13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~January 17, ~~of 1934~~2019

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Date of Report (Date of earliest event reported): January 8, 2019

CVR REFINING, LP

(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of incorporation)	001-35781(Commission File Number)	37-1702463 (I.R.S. Employer Identification Number)
Delaware		001-35781	37-1702463
	2277 Plaza Drive, Suite 500Sugar Land, Texas 77479 (Address of principal executive offices, including zip code)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 73.01~~. Regulation~~ FDNotice ~~Disclosure~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Beginning~~On January 8 17, 2019, CVR Refining GP, LLC (the “General Partner”), a Delaware limited liability company and the general partner of CVR Refining, LP, a Delaware limited partnership (the “Partnership”), ~~will~~notified ~~begin~~the ~~using~~Partnership that (1) the ~~attached~~General ~~slides~~Partner has assigned to CVR Energy, Inc., a Delaware corporation (“CVI”) its right pursuant to Section 15.1(a) of the Partnership’s First Amended and Restated Agreement of Limited Partnership, as amended (the “~~Slide~~Limited ~~Presentation~~Partnership Agreement”) to purchase all of the issued and outstanding common units representing limited partner interests in ~~meetings~~the ~~with~~Partnership ~~certain~~(“Common ~~current~~Units”) not already owned by the General Partner or its affiliates (the “Call Right”) and ~~potential~~(2) CVI ~~investors~~has elected to exercise the Call Right and ~~analysts.~~purchase ~~The~~all ~~Slide~~of ~~Presentation~~the issued and outstanding Common Units not already owned by the General Partner or its affiliates for a cash purchase price, ~~available~~determined onin accordance with the ~~Investor~~Limited ~~Relations~~Partnership ~~page~~Agreement, of $10.50 per unit (the ~~Partnership’s~~“Call ~~website~~Price”), ator ~~www~~$240,545,865 in the aggregate (the “Call Purchase”).~~cvrrefining.com~~ Also, ison ~~furnished~~January 17, as2019, ~~Exhibit~~CVI 99entered into a purchase agreement (the “Purchase Agreement”) with American Entertainment Properties Corp.1 to(“AEP”) ~~this~~and ~~current~~Icahn ~~report~~Enterprises Holdings L.P. (“IEP”), pursuant to which, on ~~Form~~January 29, ~~8-K~~2019, all of the Common Units held by AEP and isIEP ~~incorporated~~will ~~herein~~be purchased by ~~reference~~the Company for a cash price per unit equal to the Call Price, or $60,375,000 in the aggregate (the “IEP Purchase,” and together with the Call Purchase, the “Purchase”).

~~The~~As ~~information~~a inresult ~~this~~of ~~report~~the ~~and~~Purchase, ~~Exhibit~~CVI ~~99.1~~will isown, ~~being~~directly ~~furnished~~or indirectly, ~~not~~100 ~~filed,~~percent ~~pursuant~~of tothe ~~Items~~Partnership’s ~~7.01~~Common Units and ~~9.01~~there ofwill ~~Form~~no ~~8-K~~longer be a public market for the Common Units. ~~Accordingly~~Therefore, the ~~information~~Partnership inintends ~~Items~~to ~~7.01~~withdraw ~~and~~voluntarily ~~9.01~~its ofCommon ~~this~~Units ~~Current~~from ~~Report,~~listing ~~including~~on ~~Exhibit~~the ~~99.1,~~New ~~will~~York ~~not~~Stock beExchange ~~subject~~and tofrom ~~liability~~registration ~~under~~on ~~Section~~the 18NYSE under Section 12(b) of the Securities ~~and~~ Exchange Act of 1934, as amended (the "“Exchange Act"”), and ~~will~~to ~~not~~file bea ~~incorporated~~Form 25 bywith ~~reference~~the ~~into~~Securities ~~any~~and ~~registration~~Exchange ~~statement~~Commission or(the ~~other~~“SEC”) ~~document~~to ~~filed~~withdraw byvoluntarily the ~~Partnership~~Common ~~under~~Units ~~the~~from ~~Securities~~listing ~~Act~~on ~~of 1933, as amended, or~~ the ~~Exchange~~NYSE ~~Act,~~and ~~unless~~from ~~specifically~~registration ~~identified~~on ~~therein~~the asNYSE ~~being~~under ~~incorporated~~Section 12(b) of bythe ~~reference~~Exchange Act. The ~~furnishing~~Partnership ofexpects ~~information~~that inthe ~~this~~Common ~~report~~Units ~~and~~will ~~Exhibit~~continue ~~99.1~~to isbe ~~not~~listed ~~intended~~through toJanuary 28, 2019 and ~~does~~will ~~not,~~no ~~constitute~~longer abe ~~determination~~listed ofeffective ~~admission~~January 29, by2019. Furthermore, the Partnership ~~that~~intends ~~the~~to ~~information~~file inwith ~~this~~the ~~report~~SEC isa ~~material~~Form 15 orupon ~~complete,~~effectiveness orof ~~that~~the ~~investors~~Form ~~should~~25 ~~consider~~to ~~this~~suspend ~~information~~the ~~before~~reporting ~~making~~obligations ~~an investment decision with respect to any security~~ of the Partnership orunder ~~any~~Sections 13(a) and 15(d) of ~~its~~the ~~affiliates.~~Exchange Act.

Item 97.01~~. Financial~~ ~~Statements~~Regulation ~~and~~FD ~~Exhibits~~Disclosure.

On January 18, 2019, CVI’s transfer agent, American Stock Transfer & Trust Company, LLC, will mail a Notice of Election to Purchase (das defined in the Limited Partnership Agreement and attached hereto as Exhibit 99.1) ~~Exhibits~~to Record Holders (as defined in the Limited Partnership Agreement) of Common Units as of a record date of January 17, 2019.

On January 17, 2019, the Partnership issued a press release announcing that, on such date, CVI has elected to exercise the Call Right. The ~~following~~press ~~exhibit~~release is ~~being “~~furnished” as ~~part~~Exhibit 99.2 ofto this Current Report on Form 8-K: and incorporated herein by reference.

Exhibit Number	Exhibit Description
99.1	Investor Presentation, dated January 8, 2019.

The information under this Item 7.01, in Exhibit 99.1 and in Exhibit 99.2 in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information under this Item 7.01, in Exhibit 99.1 and in Exhibit 99.2 in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~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.~~(d) Exhibits:

Date: January 8, 2019

Exhibit No.
99.1		Notice of Election to Purchase, dated January 18, 2019.
99.2		CVR Refining, LP Press Release, issued January 17, 2019.

~~CVR Refining, LP By: CVR Refining GP, LLC, its general partner By: /s/ Melissa M. Buhrig Melissa M. Buhrig, Executive Vice President, General Counsel and Secretary~~2

SIGNATURES

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 17, 2019

	CVR Refining, LP

	By: CVR Refining GP, LLC, its general partner


	By:	/s/ Tracy D. Jackson
		Tracy D. Jackson
		Executive Vice President and Chief Financial Officer

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