Sec Form 3 Filing - KM&T Investment Holdings, LLC @ COMPASS MINERALS INTERNATIONAL INC - 2022-10-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
KM&T Investment Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol
COMPASS MINERALS INTERNATIONAL INC [ CMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
4111 E. 37TH STREET NORTH
3. Date of Earliest Transaction (MM/DD/YY)
10/18/2022
(Street)
WICHITA, KS67220
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 7,034,609 D( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KM&T Investment Holdings, LLC
4111 E. 37TH STREET NORTH
WICHITA, KS672 20
X X
KOCH INDUSTRIES INC
4111 E. 37TH STREET NORTH
WICHITA, KS67220
X X
Signatures
KM&T Investment Holdings, LLC /s/ Vance Holtzman, Vice President 10/21/2022
Signature of Reporting Person Date
Koch Industries, Inc. /s/ Raffaele G. Fazio, Assistant Secretary 10/21/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )KM&T Investment Holdings, LLC ("KM&T Investment") is beneficially owned by Koch Minerals & Trading, LLC ("KM&T "), KM&T is beneficially owned by Koch Solutions, LLC ("Koch Solutions") and Koch Solutions is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, Koch Solutions and KM&T may be deemed to beneficially own the shares of Common Stock of Compass Minerals International, Inc. (the "Issuer") held by KM&T Investment by virtue of (i) Koch Industries' beneficial ownership of Koch Solutions, (ii) Koch Solutions' beneficial ownership of KM&T and (iii) KM&T's beneficial ownership of KM&T Investment.

Remarks:
Pursuant to the Stock Purchase Agreement, dated September 14, 2022, between the Issuer and KM&T, KM&T Investment has the right to designate two directors to the Issuer's board of directors and, therefore, KM&T Investment and Koch Industries may each be deemed a "director by deputization" of the Issuer.

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).
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