FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMPASS MINERALS INTERNATIONAL INC [ CMP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stcok | 2,379 | D | ||||||||
Common Stock | 49(1) | I | Company 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | $0.0 | 03/10/2018 | 03/10/2018 | Common Stock | 1,636 | 1,636 | D | ||||||||
Restricted Stock Unit | $0.0 | 04/01/2016 | A(2) | 2,066 | 04/01/2019 | 04/01/2019 | Common Stcok | 2,066 | $0 | 2,066 | D | ||||
Stock Option (Right to Buy) | $91.75 | 03/10/2016 | 03/10/2022 | Common Stock | 9,940 | 9,940 | D | ||||||||
Stock Option (Right to Buy) | $70.48 | 04/01/2016 | A(3) | 14,749 | 04/01/2017 | 04/01/2023 | Common Stcok | 14,749 | $0 | 14,749 | D | ||||
Performance Stock Unit(rTSR) | $0.0 | 03/10/2018 | 03/10/2018 | Common Stock | 1,350 | 1,350 | D | ||||||||
Performance Stock Unit(rTSR) | $0.0 | 04/01/2016 | A(4) | 1,941 | 04/01/2019 | 04/01/2019 | Common Stcok | 1,941 | $0 | 1,941 | D | ||||
Performance Stock Unit(ROIC) | $0.0 | 03/10/2018 | 03/10/2018 | Common Stock | 1,636 | 1,636 | D | ||||||||
Performance Stock Unit(ROIC) | $0.0 | 04/01/2016 | A(5) | 2,066 | 04/01/2019 | 04/01/2019 | Common Stcok | 2,066 | $0 | 2,066 | D |
Explanation of Responses: |
1. The information on this report is based on 401(k) plan statement dated 04/04/2016. |
2. Restricted Stock Units granted: 3 year cliff vest on 04/01/2019, provided performance threshold satisfied. |
3. Stock options granted: vesting 25% after year one and then 25% per year thereafter. |
4. On the third anniversary of the grant date, these PSUs cliff vest and shares of Company common stock are granted based on achievement of relative total shareholder return ("rTSR") performance goals over athree-year period beginning on April 1, 2016, and ending on March 31, 2019. Payout for vested PSUs range from 0% to 150% based on the Company's rTSR percentile compared to the rTSR of the companies comprising a marketindex. The number of shares in this grant are subject to adjustment, up or down, based upon attainment above or below the targeted percentile rank. |
5. On the third anniversary of the grant date, these PSUs cliff vest and shares of Company common stock are granted based on an average of three annual calculations of achievement of return on investedcapital("ROIC") performance goals over a three-year period beginning in 2016 and ending in 2018. Payout for vested PSUs range from 0% to 200% based on the Company's ROIC performance. The number ofshares inthis grant are subject to adjustment, up or down, based upon attainment above or below the targeted ROIC. |
Remarks: |
/s/ Robert B. Porter, Attorney in Fact | 04/05/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |