SEC Form 4 · accession 0001104659-18-067910
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
Nov 9, 2018
Accepted (ET)
Nov 13, 2018 · 4:09 pm EST
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 | Nov 9, 2018 | M | 33,500 | $16.406 | A | 359,372 | D | |
| Common stock, par value $0.01 per share | Nov 9, 2018 | M | 34,000 | $13.408 | A | 393,372 | D | |
| Common stock, par value $0.01 per share | Nov 9, 2018 | M | 37,000 | $16.26 | A | 430,372 | D | |
| Common stock, par value $0.01 per shareF1,F2 | Nov 9, 2018 | F | 46,294 | $52.22 | D | 384,078 | 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 | $16.406 | Nov 9, 2018 | M | 33,500 | D | — | Aug 10, 2019 | Common Stock, par value $0.01 per share | 33,500 | 0 | D |
| Employee Stock Option (right to buy)F4 | $13.408 | Nov 9, 2018 | M | 34,000 | D | — | May 25, 2020 | Common Stock, par value $0.01 per share | 34,000 | 0 | D |
| Employee Stock Option (right to buy)F5 | $16.26 | Nov 9, 2018 | M | 37,000 | D | — | Aug 10, 2020 | Common Stock, par value $0.01 per share | 37,000 | 0 | D |
| Phantom StockF6 | — | Nov 9, 2018 | I | 1,564 | A | — | — | Common Stock, par value $0.01 per share | 1,564 | 22,062 | D |
Explanation of responses
- F1The reporting person exercised three options in full as set forth in Table II and, in accordance with the terms of the 2009 Equity and Incentive Plan under which the options were 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 aggregate amount of $895,124.69 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 58,206 shares of stock (net of the shares withheld).
- F2Pursuant to the 2009 Equity and Incentive Plan, the fair market value of shares withheld to satisfy the exercise price and withholding obligation was calculated as the closing reported sales price per share on the New York Stock Exchange on the exercise date (November 9, 2018).
- F3This employee stock option was last reported as covering 6,700 shares of common stock at an exercise price of $82.03, but has been adjusted to reflect the 5-for-1 stock split that occurred on June 17, 2015. The option vested in three equal installments on August 10, 2010, 2011 and 2012.
- F4This employee stock option was last reported as covering 6,800 shares of common stock at an exercise price of $67.04, but has been adjusted to reflect the 5-for-1 stock split that occurred on June 17, 2015. The option vested on May 25, 2013.
- F5This employee stock option was last reported as covering 7,400 shares of common stock at an exercise price of $81.30, but has been adjusted to reflect the 5-for-1 stock split that occurred on June 17, 2015. The option vested in three equal installments on August 10, 2011, 2012 and 2013.
- F6Each share of phantom stock is the economic equivalent of one share of CF Industries Holdings, Inc. common stock. Shares of phantom stock are payable in cash following the reporting person's termination of employment with CF Industries Holdings, Inc. and may be transferred by the reporting person into an alternative investment account in accordance with the terms of the plan.