| 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) 04/01/2019 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/03/2019 |
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 Stock | 04/01/2019 | M | 1,137 | A | $0 | 2,962 | D | |||
| Common Stock | 04/01/2019 | F | 334(1) | D | $55.01 | 2,628 | D | |||
| Common Stock | 377(2) | I | Company 401(k) Plan | |||||||
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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 | ||||||||
| Performance Stock Unit(ROIC) | (3) | 04/01/2019 | A | 3,447 | (4) | 04/01/2022 | Common Stock | 3,447 | $0 | 3,447 | D | ||||
| Performance Stock Unit(rTSR) | (5) | 04/01/2019 | A | 2,973 | (4) | 04/01/2022 | Common Stock | 2,973 | $0 | 2,973 | D | ||||
| Restricted Stock Unit | (6) | 04/01/2019 | A | 3,448 | 04/01/2022 | 04/01/2022 | Common Stock | 3,448 | $0 | 3,448 | D | ||||
| Restricted Stock Unit | (7) | 04/01/2019 | M | 1,137 | 04/01/2019 | 04/01/2019 | Common Stock | 1,137 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents the number of shares withheld to satisfy tax withholding obligations in connection with the vesting and release of the restricted stock units listed in Table II. |
| 2. The reported number is based on a 401(k) plan statement dated as of April 2, 2019. |
| 3. 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. |
| 4. The actual number of shares that may be earned will be determined by the Compensation Committee based on the Issuer's actual performance. Earned and vested performance stock units will generally be settled on the later of April 1, 2022 and the Compensation Committee's determination of performance. |
| 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 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 2019 financial performance. |
| 7. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock. |
| Remarks: |
| The Form 4 that was filed on April 3, 2019 inadvertently omitted the 334 shares that were withheld to satisfy the tax withholding obligations on the vesting and release of the restricted stock units listed in Table II. |
| /s/ Robert B. Porter, Attorney-in-Fact | 04/09/2019 | |
| ** 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. | ||