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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | $ 0 | 03/10/2012 | M | 2,756 | 03/10/2012 | 03/10/2012 | Common Stock | 2,756 | (3) | 0 | D | ||||
| Restricted Stock Unit | $ 0 | 03/10/2013 | 03/10/2013 | Common Stock | 1,974 | 1,974 | D | ||||||||
| Restricted Stock Unit | $ 0 | 03/10/2014 | 03/10/2014 | Common Stock | 1,793 | 1,793 | D | ||||||||
| Restricted Stock Unit | $ 0 | 03/12/2012 | A(4) | 2,162 | 03/12/2015 | 03/12/2015 | Common Stock | 2,162 | $ 0 | 2,162 | D | ||||
| Stock Option (Right to Buy) | $ 33.44 | 03/12/2008 | 03/12/2014 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Option (Right to Buy) | $ 55.12 | 03/10/2009 | 03/10/2015 | Common Stock | 8,071 | 8,071 | D | ||||||||
| Stock Option (Right to Buy) | $ 58.99 | 03/10/2010 | 03/10/2016 | Common Stock | 8,453 | 8,453 | D | ||||||||
| Stock Option (Right to Buy) | $ 78.51 | 03/10/2011 | 03/10/2017 | Common Stock | 5,524 | 5,524 | D | ||||||||
| Stock Option (Right to Buy) | $ 86.47 | 03/10/2012 | 03/10/2018 | Common Stock | 3,748 | 3,748 | D | ||||||||
| Stock Option (Right to Buy) | $ 71.69 | 03/12/2012 | A(5) | 4,715 | 03/12/2013 | 03/12/2019 | Common Stock | 4,715 | $ 0 | 4,715 | D | ||||
| Performance Share Unit | $ 0 | 03/10/2013 | 03/10/2013 | Common Stock | 509 | 509 | D | ||||||||
| Performance Share Unit | $ 0 | 03/10/2014 | 03/10/2014 | Common Stock | 1,172 | 1,172 | D | ||||||||
| Performance Stock Unit (6) | $ 0 (7) | 03/12/2012 | A(6) | 1,477 | 03/12/2015 | 03/12/2015 | Common Stock | 1,477 (8) | $ 0 | 1,477 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| CLARK KEITH E COMPASS MINERALS INTERNATIONAL 9900 WEST 109TH STREET, SUITE 100 OVERLAND PARK, KS 66210 |
Vice President | |||
| /s/ Robert E. Marsh as Attorney-in-Fact | 03/13/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The 2,756 shares were traded in blocks ranging in price from $71.80 to $71.94. $71.88 is the weighted average price. Information regarding the number of shares sold at each separate price is available upon request by the SEC staff, the issuer, or any security holder of the issuer. |
| (2) | The information in this report is based on a 401(k) plan statement dated as of 03/01/2012. |
| (3) | All Restricted Stock Units have a conversion price of $0.00. |
| (4) | Restricted Stock Units granted: 3 year cliff vest on 3-12-2015. |
| (5) | Stock options granted: vesting 25% after year one and then 25% per year thereafter. |
| (6) | Performance Stock Units are divided into three approximately equal tranches, each having a performance period of one year. On the third anniversary of the grant date, PSUs vest based on achievement of total shareholder return ("TSR") performance goals for each tranche. Payout for vested PSUs ranges from 0% to 150% based on the Company's TSR percentile compared to the TSR of the companies comprising a market index. TSR is measured generally as the increase or decrease in the market value of Company common stock including the reinvestment of dividends. If a participant terminates employment prior to the third anniversary of the grant date, the PSUs will be forfeited except in the case of death or disability. If a change of control occurs before the third anniversary of the grant date, PSUs not previously forfeited will vest and be distributed immediately. Dividend equivalents are paid on PSUs earned in a year, subject to restrictions. PSUs have no voting rights. |
| (7) | All Performance Stock Units have a conversion price of $0.00. |
| (8) | The grant amount of 1,477 PSUs assumes 100% vesting. Since payout for PSUs can range from 0% to 150%, the maximum number of shares that could be earned and vest at the end of the three-year vesting period is 2,216. |