0001104659-16-156269.txt : 20161110 0001104659-16-156269.hdr.sgml : 20161110 20161110164208 ACCESSION NUMBER: 0001104659-16-156269 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161110 DATE AS OF CHANGE: 20161110 GROUP MEMBERS: ROBERT P. JORNAYVAZ III SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83993 FILM NUMBER: 161988653 BUSINESS ADDRESS: STREET 1: 707 17TH STREET STREET 2: SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-296-3006 MAIL ADDRESS: STREET 1: 707 17TH STREET STREET 2: SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTREPID PRODUCTION CORP CENTRAL INDEX KEY: 0001432536 IRS NUMBER: 841151678 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 707 17TH STREET, SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 296-3006 MAIL ADDRESS: STREET 1: 707 17TH STREET, SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 SC 13D/A 1 a16-21421_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

 

INTREPID POTASH, INC.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

46121Y102

(CUSIP Number)

 

Robert P. Jornayvaz III

Executive Chairman of the Board, President, and Chief Executive Officer

Intrepid Potash, Inc.

707 17th Street, Suite 4200

Denver, Colorado 80202

(303) 296-3006

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 8, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No. 46121Y102

13D

 

 

 

1

Names of Reporting Persons
Intrepid Production Corporation

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

 

 

6

Citizenship or Place of Organization
Colorado

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
11,734,122

 

8

Shared Voting Power
0 (1)

 

9

Sole Dispositive Power
11,734,122

 

10

Shared Dispositive Power
0 (1)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
11,734,122 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

 

 

13

Percent of Class Represented by Amount in Row 11
15.3% (2)

 

 

14

Type of Reporting Person (See Instructions)
CO

 


(1)

Excludes 8,518,051 shares of Common Stock of the Issuer held by Harvey Operating and Production Company, which may be deemed to be beneficially owned by Intrepid Production Corporation as a result of the relationships among Intrepid Production Corporation and Harvey Operating and Production Company described in Item 6 of this Schedule 13D.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Intrepid Production Corporation that it is the beneficial owner of any shares of Common Stock of the Issuer held by Harvey Operating and Production Company.

(2)

Based on 76,595,609 shares of Common Stock of the Issuer outstanding as of October 26, 2016, as disclosed in the Issuer’s most recent Quarterly Report on Form 10-Q.

 

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CUSIP No. 46121Y102

13D

 

 

 

1

Names of Reporting Persons
Robert P. Jornayvaz III

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
12,366,135 (1)

 

8

Shared Voting Power
0 (2)

 

9

Sole Dispositive Power
12,366,135 (1)

 

10

Shared Dispositive Power
0 (2)

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
12,366,135 (1) (2)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x

 

 

13

Percent of Class Represented by Amount in Row 11
16.1% (3)

 

 

14

Type of Reporting Person (See Instructions)
IN

 


(1)

Includes 11,734,122 shares held by Intrepid Production Corporation that are or may be deemed to be beneficially owned by Robert P. Jornayvaz III. Mr. Jornayvaz is the sole shareholder, sole director and President of Intrepid Production Corporation. Includes 571,840 shares held by Mr. Jornayvaz directly and 60,173 shares subject to stock options that are currently exercisable, in each case that were granted to Mr. Jornayvaz in connection with his employment by the Issuer. With respect to the 571,840 shares, 92,562 of those shares are vested and unrestricted and 479,278 of those shares are unvested and restricted.

(2)

Excludes 8,518,051 shares of Common Stock of the Issuer held by Harvey Operating and Production Company, which may be deemed to be beneficially owned by Robert P. Jornayvaz III as a result of the relationships among Intrepid Production Corporation and Harvey Operating and Production Company described in Item 6 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Robert P. Jornayvaz III that he is the beneficial owner of any shares of Common Stock of the Issuer held by Harvey Operating and Production Company.

(3)

Based on 76,595,609 shares of Common Stock of the Issuer outstanding as of October 26, 2016, as disclosed in the Issuer’s most recent Quarterly Report on Form 10-Q.

 

3



 

CUSIP No. 46121Y102

13D

 

 

Item 1.

Security and Issuer

 

 

This Amendment No. 10 amends the statement on Schedule 13D filed on May 5, 2008, as amended on December 16, 2008, June 10, 2009, November 12, 2009, January 15, 2010, June 18, 2010, August 17, 2010, August 23, 2010, November 10, 2010 and September 14, 2011, by Intrepid Production Corporation, a Colorado corporation (“IPC”) and Robert P. Jornayvaz III (“RPJ”) with respect to the Common Stock, par value $0.001 per share (the “Common Stock”), of Intrepid Potash, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein without definition have the meanings assigned to them in the Schedule 13D.

 

 

Item 5.

Interest in Securities of the Issuer

 

 

Item 5 of the Schedule 13D is hereby supplemented as follows:

 

(a) The responses of the Reporting Persons with regard to Items 11 and 13 of the cover pages to this Amendment No. 10 that relate to the aggregate number and percentage of Common Stock beneficially owned by such Reporting Persons are herein incorporated by reference.

 

(b) The responses of the Reporting Persons with regard to Items 7, 8, 9 and 10 of the cover pages to this Amendment No. 10 that relate to the number of shares as to which such persons have sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition are herein incorporated by reference.

 

(c) The following transactions in the Common Stock were effected by the Reporting Persons in the 60 days prior to the date of this filing:

 

(1) On November 4, 2016, IPC purchased 47,210 shares of Common Stock at an average price of $1.08993 per share, for aggregate consideration of $51,455.60.

 

(2) On November 8, 2016, RPJ received a grant of 461,977 shares of restricted Common Stock from the Issuer in connection with his employment by the Issuer.  The shares are subject to vesting conditions.

 

Harvey Operating and Production Company (“HOPCO”) did not effect any transactions in the Common Stock in the 60 days prior to the date of this filing.  Shares owned by HOPCO may be deemed to be beneficially owned by the Reporting Persons as a result of the relationships between IPC and HOPCO previously described in Item 6 of this Schedule 13D.  Neither the filing of this Schedule 13D nor any of its contents will be deemed to constitute an admission by either of the Reporting Persons that he or it is the beneficial owner of any shares of Common Stock of the Issuer held by HOPCO.

 

4



 

CUSIP No. 46121Y102

13D

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 10, 2016

INTREPID PRODUCTION CORPORATION

 

 

 

 

 

By:

/s/ Robert P. Jornayvaz III

 

Name:

Robert P. Jornayvaz III

 

Title:

President

 

 

 

 

Dated: November 10, 2016

ROBERT P. JORNAYVAZ III

 

 

 

 

 

/s/ Robert P. Jornayvaz III

 

Robert P. Jornayvaz III

 

5