SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Standen James D.

(Last)

(First)

(Middle)

C/O COMPASS MINERALS INTERNATIONAL, INC.

9900 WEST 109TH STREET, SUITE 100

(Street)

OVERLAND PARK

66210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/25/2017

3. Issuer Name and Ticker or Trading Symbol
COMPASS MINERALS INTERNATIONAL INC [ CMP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CFO & Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	226	D
Common Stock	1,057⁽¹⁾	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	03/10/2018	Common Stock	355	$86.47	D
Stock Option (Right to Buy)	⁽³⁾	03/12/2019	Common Stock	686	$71.69	D
Stock Option (Right to Buy)	⁽⁴⁾	03/11/2020	Common Stock	1,145	$76.99	D
Stock Option (Right to Buy)	⁽⁵⁾	03/10/2021	Common Stock	1,009	$87.18	D
Stock Option (Right to Buy)	⁽⁶⁾	03/10/2022	Common Stock	1,025	$91.75	D
Stock Option (Right to Buy)	⁽⁷⁾	04/01/2023	Common Stock	1,555	$70.48	D
Stock Option (Right to Buy)	⁽⁸⁾	04/03/2024	Common Stock	2,220	$68	D
Performance Stock Unit(ROIC)	03/10/2018	03/10/2018	Common Stock	160	⁽⁹⁾	D
Performance Stock Unit(rTSR)	03/10/2018	03/10/2018	Common Stock	132	⁽¹⁰⁾	D
Performance Stock Unit(ROIC)	04/01/2019	04/01/2019	Common Stock	218	⁽⁹⁾	D
Performance Stock Unit(rTSR)	04/01/2019	04/01/2019	Common Stock	205	⁽¹⁰⁾	D
Performance Stock Unit	03/10/2018	03/10/2018	Common Stock	1,000	⁽¹¹⁾	D
Performance Stock Unit(ROIC)	04/03/2020	04/03/2020	Common Stock	306	⁽⁹⁾	D
Performance Stock Unit(rTSR)	04/03/2020	04/03/2020	Common Stock	268	⁽¹⁰⁾	D
Restricted Stock Unit	03/10/2018	03/10/2018	Common Stock	160	⁽¹²⁾	D
Restricted Stock Unit	04/01/2019	04/01/2019	Common Stock	218	⁽¹²⁾	D
Restricted Stock Unit	04/03/2020	04/03/2020	Common Stock	306	⁽¹³⁾	D

Explanation of Responses:

1. The reported number is based on a 401(k) plan statement dated as of May 2, 2017.

2. This stock option award vested 25% on each of March 10, 2012, 2013, 2014 and 2015.

3. This stock option award vested 25% on each of March 12, 2013, 2014, 2015 and 2016.

4. This stock option award vested 25% on each of March 11, 2014, 2015, 2016 and 2017.

5. This stock option award vested 25% on each of March 10, 2015, 2016 and 2017, and then vests 25% on March 10, 2018.

6. This stock option award vested 25% on each of March 10, 2016 and 2017, and then vests 25% on each of March 10, 2018 and 2019.

7. This stock option award vested 25% on April 1, 2017, and then vests 25% on each of April 1, 2018, 2019 and 2020.

8. This stock option award vests 25% on each of April 3, 2018, 2019, 2020 and 2021.

9. 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.

10. 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 Russell 3000 Index over a three-year performance period.

11. Each performance stock unit represents a contingent right to receive one share of Issuer common stock. Vesting of the performance stock units is contingent on satisfaction of a performance hurdle tied to the Issuer's 2017 financial performance.

12. 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.

13. 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 2017 financial performance.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Robert B. Porter as Attorney-in-Fact	05/03/2017
	** 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 5 (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.
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