Sec Form 4 Filing - UNDERDOWN RODNEY L @ COMPASS MINERALS INTERNATIONAL INC - 2013-03-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
UNDERDOWN RODNEY L
2. Issuer Name and Ticker or Trading Symbol
COMPASS MINERALS INTERNATIONAL INC [ CMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President & CFO
(Last) (First) (Middle)
C/O COMPASS MINERALS INTERNATIONAL INC, 9900 WEST 109TH STREET, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2013
(Street)
OVERLAND PARK, KS66210
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/10/2013 M 1,974 A $ 0 52,732 D
Common Stock 03/11/2013 S 1,974 D $ 76.73 ( 1 ) 50,758 D
Common Stock 03/10/2013 M 507 A $ 0 51,265 D
Common Stock 03/11/2013 S 507 D $ 76.6 ( 2 ) 50,758 D
Common Stock 317 ( 3 ) I Company 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Unit $ 0 03/10/2013 M 1,974 03/10/2013 03/10/2013 Common Stock 1,974 ( 4 ) 0 D
Restricted Stock Unit $ 0 03/10/2014 03/10/2014 Common Stock 1,966 1,966 D
Restricted Stock Unit $ 0 03/12/2015 03/12/2015 Common Stock 2,441 2,441 D
Restricted Stock Unit $ 0 03/11/2013 A( 5 ) 2,208 03/11/2016 03/11/2016 Common Stock 2,208 $ 0 2,208 D
Stock Option (Right to Buy) $ 33.44 03/12/2008 03/12/2014 Common Stock 10,000 10,000 D
Stock Option (Right to Buy) $ 55.12 03/10/2009 03/10/2015 Common Stock 8,071 8,071 D
Stock Option (Right to Buy) $ 58.99 03/10/2010 03/10/2016 Common Stock 8,453 8,453 D
Stock Option (Right to Buy) $ 78.51 03/10/2011 03/10/2017 Common Stock 5,524 5,524 D
Stock Option (Right to Buy) $ 86.47 03/10/2012 03/10/2018 Common Stock 4,429 4,429 D
Stock Option (Right to Buy) $ 71.69 03/12/2013 03/12/2019 Common Stock 5,358 5,358 D
Stock Option (Right to Buy) $ 76.99 03/11/2013 A( 6 ) 5,484 03/11/2014 03/11/2020 Common Stock 5,484 $ 0 5,484 D
Performance Share Unit $ 0 03/10/2013 M 507 ( 7 ) 03/10/2013 03/10/2013 Common Stock 507 ( 7 ) ( 8 ) 0 D
Performance Share Unit $ 0 03/10/2014 03/10/2014 Common Stock 1,386 1,386 D
Performance Stock Unit $ 0 03/12/2015 03/12/2015 Common Stock 1,678 1,678 D
Performance Stock Unit ( 9 ) $ 0 ( 8 ) 03/11/2013 A( 9 ) 1,640 03/11/2016 03/11/2016 Common Stcok 1,640 ( 10 ) $ 0 1,640 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
UNDERDOWN RODNEY L
C/O COMPASS MINERALS INTERNATIONAL INC
9900 WEST 109TH STREET, SUITE 100
OVERLAND PARK, KS66210
Vice President & CFO
Signatures
/s/ Robert E. Marsh as Attorney-in-Fact 03/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )The information in this report is based on a 401(k) plan statement dated as of 03/08/2013.
( 4 )All Restricted Stock Units have a conversion price of $0.00.
( 5 )Restricted Stock Units granted: 3 year cliff vest on 3-11-2016, provided performance threshold satisfied.
( 6 )Stock options granted: vesting 25% after year one and then 25% per year thereafter.
( 7 )Two shares forfeited based on performance threshold under award agreement.
( 8 )All Performance Stock Units have a conversion price of $0.00.
( 9 )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.
( 10 )The grant amount of 1,640 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 2,460.

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