Sec Form 4 Filing - Will W Anthony @ CF Industries Holdings, Inc. - 2018-11-09

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 Will W Anthony 2. Issuer Name and Ticker or Trading Symbol CF Industries Holdings, Inc. [ CF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) C/O CF INDUSTRIES HOLDINGS, INC., 4 PARKWAY NORTH, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2018 (Street) DEERFIELD, IL60015 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, par value $0.01 per share 11/09/2018 M 33,500 A $ 16.406 359,372 D Common stock, par value $0.01 per share 11/09/2018 M 34,000 A $ 13.408 393,372 D Common stock, par value $0.01 per share 11/09/2018 M 37,000 A $ 16.26 430,372 D Common stock, par value $0.01 per share 11/09/2018 F 46,294 ( 1 ) D $ 52.22 ( 2 ) 384,078 D

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 Employee Stock Option (right to buy) $ 16.406 ( 3 ) 11/09/2018 M 33,500 ( 3 ) 08/10/2019 Common Stock, par value $0.01 per share 33,500 $ 0 0 D Employee Stock Option (right to buy) $ 13.408 ( 4 ) 11/09/2018 M 34,000 ( 4 ) 05/25/2020 Common Stock, par value $0.01 per share 34,000 $ 0 0 D Employee Stock Option (right to buy) $ 16.26 ( 5 ) 11/09/2018 M 37,000 ( 5 ) 08/10/2020 Common Stock, par value $0.01 per share 37,000 $ 0 0 D Phantom Stock ( 6 ) 11/09/2018 I 1,563.953 ( 6 ) ( 6 ) Common Stock, par value $0.01 per share 1,563.953 $ 52.22 22,062.365 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Will W Anthony C/O CF INDUSTRIES HOLDINGS, INC. 4 PARKWAY NORTH, SUITE 400 DEERFIELD, IL60015 X President & CEO Signatures /s/ Douglas C. Barnard 11/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person exercised three options in full as set forth in Table II and, in accordance with the terms of the 2009 Equity and Incentive Plan under which the options were granted, the reporting person elected to satisfy the aggregate exercise price and withholding tax obligation associated with the exercise by (a) delivering cash from personal funds in the aggregate amount of $895,124.69 and (b) the company withholding shares having a fair market value equal to the remaining exercise price and tax withholding obligation. As a result, the reporting person acquired 58,206 shares of stock (net of the shares withheld). ( 2 )Pursuant to the 2009 Equity and Incentive Plan, the fair market value of shares withheld to satisfy the exercise price and withholding obligation was calculated as the closing reported sales price per share on the New York Stock Exchange on the exercise date (November 9, 2018). ( 3 )This employee stock option was last reported as covering 6,700 shares of common stock at an exercise price of $82.03, but has been adjusted to reflect the 5-for-1 stock split that occurred on June 17, 2015. The option vested in three equal installments on August 10, 2010, 2011 and 2012. ( 4 )This employee stock option was last reported as covering 6,800 shares of common stock at an exercise price of $67.04, but has been adjusted to reflect the 5-for-1 stock split that occurred on June 17, 2015. The option vested on May 25, 2013. ( 5 )This employee stock option was last reported as covering 7,400 shares of common stock at an exercise price of $81.30, but has been adjusted to reflect the 5-for-1 stock split that occurred on June 17, 2015. The option vested in three equal installments on August 10, 2011, 2012 and 2013. ( 6 )Each share of phantom stock is the economic equivalent of one share of CF Industries Holdings, Inc. common stock. Shares of phantom stock are payable in cash following the reporting person's termination of employment with CF Industries Holdings, Inc. and may be transferred by the reporting person into an alternative investment account in accordance with the terms of the plan.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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