0001567619-19-012126.txt : 20190524 0001567619-19-012126.hdr.sgml : 20190524 20190524171442 ACCESSION NUMBER: 0001567619-19-012126 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190522 FILED AS OF DATE: 20190524 DATE AS OF CHANGE: 20190524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jornayvaz Robert P III CENTRAL INDEX KEY: 0001432504 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34025 FILM NUMBER: 19855316 MAIL ADDRESS: STREET 1: 1001 17TH STREET, SUITE 1050 CITY: DENVER STATE: CO ZIP: 80202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Intrepid Potash, Inc. CENTRAL INDEX KEY: 0001421461 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 261501877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 17TH STREET STREET 2: SUITE 1050 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-296-3006 MAIL ADDRESS: STREET 1: 1001 17TH STREET STREET 2: SUITE 1050 CITY: DENVER STATE: CO ZIP: 80202 4 1 doc1.xml FORM 4 X0306 4 2019-05-22 0 0001421461 Intrepid Potash, Inc. IPI 0001432504 Jornayvaz Robert P III C/O INTREPID POTASH, INC. 1001 17TH STREET, SUITE 1050 DENVER CO 80202 1 1 1 0 Exec. Chair, President & CEO Common Stock 2019-05-20 5 L 0 500 3.27 A 18280570 I By Intrepid Production Corporation Common Stock 2019-05-22 4 A 0 882494 0 A 2089144 D The price reported in column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $3.27 to $3.28, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this Form 4. Mr. Jornayvaz is the sole stockholder, sole director, and President of Intrepid Production Corporation. Represents a grant of restricted stock. 336,787 of the shares will vest in three equal installments on May 22, 2020, March 14, 2021, and March 14, 2022, subject in each case to the reporting person's continued service with the company through the vesting date. 545,707 of the shares will vest as set forth in Exhibit 99. /s/ Margaret E. McCandless, as attorney-in-fact 2019-05-24 EX-99 2 ex99.htm EXHIBIT 99
Exhibit A

Tranche 1 - 181,902 shares will vest on May 22, 2020
Tranche 2 - 181,902 shares will vest on March 14, 2021
Tranche 3 - 181,903 shares will vest on March 14, 2022

provided, however, that no vesting of a tranche will occur unless and until the Company's VWAP meets the applicable price achievement goal for that tranche as set forth below on or before March 13, 2024, subject in all cases to continuous Service with the Company or an Affiliate from the Grant Date through the applicable vesting date, if any (each date, a "Vesting Date"):

 
Price Achievement Goal
 
3/14/2019-3/13/2022
3/14/2022-3/13/2023
3/14/2023-3/13/2024
Tranche 1 (12.5% CAGR)
$5.50
$6.18
$6.96
Tranche 2 (18.5% CAGR)
$6.42
$7.61
$9.02
Tranche 3 (25.0% CAGR)
$7.54
$9.42
$11.78

Price achievement goals represent the stated compound annual growth rate ("CAGR") for the Company's common stock using a starting price of $3.86 (the closing price of the Company's common stock on March 14, 2019, as reported on the New York Stock Exchange) and will be adjusted for any dividends during the applicable measurement period.

Any shares that do not vest on or before March 13, 2024, will be immediately forfeited on March 13, 2024.

"VWAP" means the volume-weighted average closing price of the Company's common stock for 20 consecutive trading days, as reported on the New York Stock Exchange or other national securities exchange or national market on which the stock is principally traded.

Capitalized terms used but not defined in this consent have the meanings set forth in the Company's Amended and Restated Equity Incentive Plan.