Delaware
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35-2581557
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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7102 Commerce Way
Brentwood, Tennessee
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37027
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Title of Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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2,120,000 shares (1)
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$19.59 (2)
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$41,530,800 (2)
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$5,390.70 (3)
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional securities that may be offered or issued pursuant to the Delek US Holdings, Inc. 2016 Long-Term Incentive Plan, as amended (the “2016 Plan”) as a result of adjustments for stock dividends, stock splits or similar transactions effected without receipt of consideration, that increase the number of outstanding shares of the common stock, par value $0.01 per share (the “Common Stock”) of Delek US Holdings, Inc. (the “Company”).
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act, based upon the average of the high and low sales prices of the Common Stock on the New York Stock Exchange on June 1, 2020.
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(3)
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The Company is registering an additional 2,120,000 shares of Common Stock relating to the 2016 Plan. Pursuant to General Instruction E to Form S-8, the fee set forth in the table above is only with respect to those additional shares.
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•
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our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 28, 2020;
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•
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our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020, filed with the SEC on May 8, 2020;
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all other reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2019; and
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The disclosures set forth under the caption “Description of Delek Capital Stock” in the Company’s Registration Statement on Form S-4 (File No. 333-222014), first filed with the SEC on December 13, 2017, as amended on January 4, 2018.
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Exhibit No.
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Description of Exhibit
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DELEK US HOLDINGS, INC.
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By:
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/s/ Ezra Uzi Yemin
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Name:
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Ezra Uzi Yemin
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Title:
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Ezra Uzi Yemin
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Director (Chairman), President and Chief Executive Officer (Principal Executive Officer)
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June 4, 2020
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Ezra Uzi Yemin
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/s/ Reuven Spiegel
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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June 4, 2020
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Reuven Spiegel
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/s/ William J. Finnerty
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Director
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June 4, 2020
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William J. Finnerty
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/s/ Richard J. Marcogliese
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Director
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June 4, 2020
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Richard J. Marcogliese
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/s/ Gary M. Sullivan Jr.
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Director
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June 4, 2020
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Gary M. Sullivan, Jr.
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/s/ Vicky Sutil
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Director
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June 4, 2020
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Vicky Sutil
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/s/ David Wiessman
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Director
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June 4, 2020
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David Wiessman
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/s/ Shlomo Zohar
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Director
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June 4, 2020
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Shlomo Zohar
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