SEC Form 4 · accession 0001227654-18-000035
COMPASS MINERALS INTERNATIONAL INC · CMP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven N. Berger
Officer — SVP, Corporate Services
Period of report
Mar 10, 2018
Accepted (ET)
Mar 13, 2018 · 4:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001227654
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 10, 2018 | M | 1,009 | $0.00 | A | 4,955 | D | |
| Common StockF2,F3 | Mar 12, 2018 | S | 311 | $63.21 | D | 4,644 | D | |
| Common StockF4 | holding | — | — | — | 202 | I | Company 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF5 | $0.00 | Mar 10, 2018 | M | 1,009 | D | Mar 10, 2018 | Mar 10, 2018 | Common Stock | 1,009 | 0 | D |
| Performance Stock Unit(ROIC)F7,F6 | $0.00 | Mar 10, 2018 | M | 0 | D | Mar 10, 2018 | Mar 10, 2018 | Common Stock | 0 | 0 | D |
| Performance Stock Unit(rTSR)F7,F8 | $0.00 | Mar 10, 2018 | M | 0 | D | Mar 10, 2018 | Mar 10, 2018 | Common Stock | 0 | 0 | D |
Explanation of responses
- F1Of the reported shares, 15 shares are held jointly with the Reporting Person's spouse. The number of reported shares includes two shares inadvertently omitted from the Reporting Person's previous Form 4s.
- F2Represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and release of the restricted stock units listed in Table II. This sale was made to satisfy tax withholding obligations funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
- F3Represents a weighted average sale price per share. These shares were sold in multiple transactions at prices ranging from $62.85 to $63.60 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4The reported number is based on a 401(k) plan statement dated as of March 9, 2018.
- F5Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
- F6Each performance stock unit represents a contingent right to receive between 0% and 200% of one share of Issuer common stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that was earned was calculated based on the Issuer's return on invested capital over a three-year performance period.
- F7The reported number of securities represents 0% of the initial target number of shares subject to the performance stock unit award granted on March 10, 2015. No performance stock units were earned based on the Issuer's performance over the three-year performance period.
- F8Each performance stock unit represents a contingent right to receive between 0% and 150% of one share of Issuer common stock. The reported number of securities represents the target number of shares that may be earned. The actual number of shares that was earned was calculated by comparing the Issuer's relative total shareholder return to the total shareholder return for each company comprising the Russell 3000 Index over a three-year performance period.