SEC Form 4 · accession 0001104659-18-050527
CF Industries Holdings, Inc. · CF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W Anthony Will
Officer — President & CEO · Director
Period of report
Aug 7, 2018
Accepted (ET)
Aug 8, 2018 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001324404
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.01 per share | Aug 7, 2018 | M | 24,850 | $25.066 | A | 333,691 | D | |
| Common stock, par value $0.01 per shareF1,F2 | Aug 7, 2018 | F | 7,819 | $49.185 | D | 325,872 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $25.066 | Aug 7, 2018 | M | 24,850 | D | — | Aug 11, 2018 | Common Stock, par value $0.01 per share | 24,850 | 0 | D |
Explanation of responses
- F1The expiration date of the option was August 11, 2018. The reporting person exercised the option in full and, in accordance with the terms of the 2005 Equity and Incentive Plan under which the option was granted, the reporting person elected to satisfy the aggregate exercise price and withholding tax obligation associated with the exercise by (a) delivering cash from personal funds in the amount of $498,598.74 and (b) the company withholding shares having a fair market value equal to the remaining exercise price and tax withholding obligation. As a result, the reporting person acquired 17,031 shares of stock (net of the shares withheld).
- F2Pursuant to the 2005 Equity and Incentive Plan, the fair market value of shares withheld to satisfy the exercise price and withholding obligation was calculated as the mean between the highest and lowest reported sales price per share of stock on the New York Stock Exchange for the last preceding trading date (August 6, 2018).
- F3The options vested in three equal installments on August 11, 2009, 2010, and 2011.