SEC Form 4 · accession 0001227654-18-000037

COMPASS MINERALS INTERNATIONAL INC · CMP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

James D. Standen

Officer — Chief Financial Officer

Period of report

Mar 10, 2018

Accepted (ET)

Mar 13, 2018 · 4:42 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 Stock	Mar 10, 2018	M	160	$0.00	A	686	D
Common Stock^F1,F2	Mar 12, 2018	S	48	$63.21	D	638	D
Common Stock	Mar 10, 2018	M	1,000	$0.00	A	1,638	D
Common Stock^F1,F2	Mar 12, 2018	S	298	$63.21	D	1,340	D
Common Stock^F3	holding	—	—		—	1,224	I	401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Unit^F4	—	Mar 10, 2018	M	160	D	Mar 10, 2018	Mar 10, 2018	Common Stock	160	D
Performance Stock Unit^F5	—	Mar 10, 2018	M	1,000	D	Mar 10, 2018	Mar 10, 2018	Common Stock	1,000	D
Performance Stock Unit(ROIC)^F7,F6	—	Mar 10, 2018	M	0	D	Mar 10, 2018	Mar 10, 2018	Common Stock	0	D
Performance Stock Unit(rTSR)^F7,F8	—	Mar 10, 2018	M	0	D	Mar 10, 2018	Mar 10, 2018	Common Stock	0	D

Explanation of responses

F1Represents 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 and performance 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.
F2Represents 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.
F3The reported number is based on a 401(k) plan statement dated as of March 9, 2018.
F4Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.
F5Each performance stock unit represents a contingent right to receive one share of Issuer common stock. The performance hurdle tied to the Issuer's 2017 financial performance was satisfied.
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.