Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
White William L
  2. Issuer Name and Ticker or Trading Symbol
CVR PARTNERS, LP [UAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Marketing and Operations
(Last)
(First)
(Middle)
C/O CVR PARTNERS, LP, 2277 PLAZA DRIVE, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
12/26/2014
(Street)

SUGAR LAND, TX 77479
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 Units 12/27/2014(4)   M   5,082 A $ 9.96 5,082 D  
Common Units 12/27/2014(4)   D   5,082 D $ 9.96 0 D  
Common Units 12/28/2014   M   3,261 A (5) 3,261 D  
Common Units 12/28/2014   F   1,072 D $ 9.18 2,189 D  
Common Units 12/30/2014(6)   M   3,265 A $ 9.13 5,454 D  
Common Units 12/30/2014(6)   D   3,265 D $ 9.13 2,189 D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Phantom Units (1) 12/26/2014   A   29,348     (2)   (3) Common Units 29,348 $ 0 29,348 D  
Phantom Units (4) 12/27/2014   M     5,082 12/27/2014 12/27/2014 Common Units 5,082 $ 9.96 10,162 D  
Phantom Units (5) 12/28/2014   M     3,261 12/28/2014 12/28/2014 Common Units 3,261 (5) 3,261 D  
Phantom Units (6) 12/30/2014   M     3,265 12/30/2014 12/30/2014 Common Units 3,265 $ 9.13 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
White William L
C/O CVR PARTNERS, LP
2277 PLAZA DRIVE, SUITE 500
SUGAR LAND, TX 77479
      EVP, Marketing and Operations  

Signatures

 /s/ Susan M. Ball, Attorney-in-fact   12/30/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Phantom Unit reported herein represents the right to receive upon vesting, a cash payment equal to the average closing price of the common units of CVR Partners, LP for the 10 business days preceding the vesting date.
(2) The Phantom Units awarded to the reporting person vest in three annual installments beginning on December 26, 2015.
(3) The Phantom Units expire immediately following their vesting in three equal installments beginning on December 26, 2015.
(4) This transaction represents the cash settlement of vested Phantom Units awarded on December 27, 2013.
(5) Each Phantom Unit reported herein represents the economic equivalent of one Common Unit of CVR Partners, LP. This transaction represents the settlement of vested Phantom Units in Common Units of CVR Partners, LP.
(6) This transaction represents the cash settlement of vested Phantom Units awarded on December 30, 2011.

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