COMPASS MINERALS INTERNATIONAL INC 4

4 · COMPASS MINERALS INTERNATIONAL INC · Filed Mar 12, 2013

Insider Transaction Report

Form 4

Period: 2013-03-10

COMPASS MINERALS INTERNATIONAL INCCMP

CLARK KEITH E

Vice President

Transactions

Exercise/Conversion
Common Stock
2013-03-10+1,974→ 18,441 total
Exercise/Conversion
Common Stock
2013-03-10+507→ 16,974 total
Sale
Common Stock
2013-03-11$76.60/sh−507$38,836→ 16,467 total
Sale
Common Stock
2013-03-11$76.73/sh−1,974$151,465→ 16,467 total
Exercise/Conversion
Restricted Stock Unit
2013-03-10−1,974→ 0 total
Exercise: $0.00From: 2013-03-10Exp: 2013-03-10→ Common Stock (1,974 underlying)
Award
Stock Option (Right to Buy)
2013-03-11+4,839→ 4,839 total
Exercise: $76.99From: 2014-03-11Exp: 2020-03-11→ Common Stock (4,839 underlying)
Award
Performance Stock Unit
2013-03-11+1,447→ 1,447 total
Exercise: $0.00From: 2016-03-11Exp: 2016-03-11→ Common Stock (1,447 underlying)
Award
Restricted Stock Unit
2013-03-11+1,948→ 1,948 total
Exercise: $0.00From: 2016-03-11Exp: 2016-03-11→ Common Stock (1,948 underlying)
Exercise/Conversion
Performance Share Unit
2013-03-10−507→ 0 total
Exercise: $0.00From: 2013-03-10Exp: 2013-03-10→ Common Stock (507 underlying)

Holdings

Stock Option (Right to Buy)
Exercise: $78.51From: 2011-03-10Exp: 2017-03-10→ Common Stock (5,524 underlying)
5,524
Performance Share Unit
Exercise: $0.00From: 2014-03-10Exp: 2014-03-10→ Common Stock (1,172 underlying)
1,172
Performance Stock Unit
Exercise: $0.00From: 2015-03-12Exp: 2015-03-12→ Common Stock (1,477 underlying)
1,477
Stock Option (Right to Buy)
Exercise: $58.99From: 2010-03-10Exp: 2016-03-10→ Common Stock (8,453 underlying)
8,453
Stock Option (Right to Buy)
Exercise: $86.47From: 2012-03-10Exp: 2018-03-10→ Common Stock (3,748 underlying)
3,748
Restricted Stock Unit
Exercise: $0.00From: 2014-03-10Exp: 2014-03-10→ Common Stock (1,793 underlying)
1,793
Common Stock
(indirect: Company 401 (k) Plan)
305
Stock Option (Right to Buy)
Exercise: $33.44From: 2008-03-12Exp: 2014-03-12→ Common Stock (2,000 underlying)
2,000
Stock Option (Right to Buy)
Exercise: $55.12From: 2009-03-10Exp: 2015-03-10→ Common Stock (8,071 underlying)
8,071
Restricted Stock Unit
Exercise: $0.00From: 2015-03-12Exp: 2015-03-12→ Common Stock (2,162 underlying)
2,162
Stock Option (Right to Buy)
Exercise: $71.69From: 2013-03-12Exp: 2019-03-12→ Common Stock (4,715 underlying)
4,715

Footnotes (10)

[F1]The 1,974 shares were traded in blocks ranging in price from $76.19 to $77.02. $76.73 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.
[F10]The grant amount of 1,447 PSUs assumes 100% vesting. Since payout for PSUs can range from 0% to 150%, the maximum number of shares that could vest and be distributed is 2,170.
[F2]The 507 shares were traded in blocks ranging in price from $76.41 to $76.88. $76.60 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.
[F3]The information in this report is based on a 401(k) plan statement dated as of 03/08/2013.
[F4]All Restricted Stock Units have a conversion price of $0.00.
[F5]Restricted Stock Units granted: 3 year cliff vest on 3-11-2016, provided performance threshold satisfied.
[F6]Stock options granted: vesting 25% after year one and then 25% per year thereafter.
[F7]Two shares forfeited based on performance threshold under award agreement.
[F8]All Performance Stock Units have a conversion price of $0.00.
[F9]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. Dividend equivalents are paid on PSUs earned in a year, subject to restrictions. PSUs have no voting rights.

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FORM 4