Initial Statement of Beneficial Ownership (3)
January 27 2022 - 4:02PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Cook Teresa D |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/19/2022
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3. Issuer Name and Ticker or Trading Symbol
COMPASS MINERALS INTERNATIONAL INC [CMP]
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(Last)
(First)
(Middle)
C/O COMPASS MINERALS INTERNATIONAL, INC., 9900 WEST 109TH STREET, SUITE 100 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Accounting Officer / |
(Street)
OVERLAND PARK, KS 66210
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 1127 | D | |
Common Stock | 340 (1) | I | 401(k) Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | (2) | 3/10/2022 | Common Stock | 576.0 | $91.75 | D | |
Stock Option (Right to Buy) | (2) | 4/1/2023 | Common Stock | 837.0 | $70.48 | D | |
Stock Option (Right to Buy) | (2) | 4/3/2024 | Common Stock | 917.0 | $68.0 | D | |
Stock Option (Right to Buy) | (3) | 4/2/2025 | Common Stock | 2860.0 | $59.5 | D | |
Performance Stock Unit(ROIC) | 4/1/2022 | 4/1/2022 | Common Stock | 646.0 | (4) | D | |
Performance Stock Unit(rTSR) | 4/1/2022 | 4/1/2022 | Common Stock | 621.0 | (5) | D | |
Performance Stock Unit(rTSR) | 1/13/2023 | 1/13/2023 | Common Stock | 1045.0 | (6) | D | |
Performance Stock Unit(EBITDA) | 3/1/2023 | 3/1/2023 | Common Stock | 3719.0 | (7) | D | |
Performance Stock Unit(EBITDA) | 1/13/2024 | 1/13/2024 | Common Stock | 1184.0 | (8) | D | |
Performance Stock Unit(rTSR) | 10/15/2024 | 10/15/2024 | Common Stock | 754.0 | (6) | D | |
Restricted Stock Unit | 4/1/2022 | 4/1/2022 | Common Stock | 646.0 | (9) | D | |
Restricted Stock Unit | 1/13/2023 | 1/13/2023 | Common Stock | 696.0 | (10) | D | |
Restricted Stock Unit | 1/13/2024 | 1/13/2024 | Common Stock | 526.0 | (11) | D | |
Restricted Stock Unit | 10/15/2024 | 10/15/2024 | Common Stock | 502.0 | (12) | D | |
Explanation of Responses: |
(1) | The reported number is based on a 401(k) plan statement dated as of January 25, 2022. |
(2) | This stock option award is 100% vested. |
(3) | This stock option award vested 25% on each of April 2, 2019, 2020 and 2021, and will vest 25% on April 2, 2022. |
(4) | Each 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 may be earned will be calculated based on the Issuer's return on invested capital over a three-year performance period. |
(5) | Each 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 may be earned will be calculated by comparing the Issuer's relative total shareholder return to the total shareholder return for each company comprising the Issuer's peer group over a three-year performance period. |
(6) | Each 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 may be earned will be calculated by comparing the Issuer's relative total shareholder return to the total shareholder return for each company comprising the Issuer's peer group over a three-year performance period. |
(7) | Each 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 may be earned will be calculated based on the Issuer's earnings before interest, taxes, depreciation, and amortization over a two-year performance period. |
(8) | Each 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 may be earned will be calculated based on the Issuer's earnings before interest, taxes, depreciation, and amortization over a three-year performance period. |
(9) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. A performance hurdle tied to the Issuer's financial performance has been satisfied. The restricted stock units will vest on April 1, 2022. |
(10) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. A performance hurdle tied to the Issuer's financial performance has been satisfied. The restricted stock units will vest on January 13, 2023. |
(11) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. A performance hurdle tied to the Issuer's financial performance has been satisfied. The restricted stock units will vest in three equal installments, beginning on the first anniversary of the grant date and ending on January 13, 2024. |
(12) | Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. Vesting of the restricted stock units is contingent on satisfaction of a performance hurdle tied to the Issuer's fiscal year 2022 financial performance. If the performance hurdle is satisfied, the restricted stock units will vest in three equal installments, beginning on the first anniversary of the grant date and ending on October 15, 2024. |
Remarks: Exhibit 24 - Power of Attorney |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cook Teresa D C/O COMPASS MINERALS INTERNATIONAL, INC. 9900 WEST 109TH STREET, SUITE 100 OVERLAND PARK, KS 66210 |
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| Chief Accounting Officer |
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Signatures
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/s/ Robert B. Porter as Attorney-in-Fact | | 1/27/2022 |
**Signature of Reporting Person | Date |
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