Sec Form 3 Filing - Feuerbach Mark @ Innophos Holdings, Inc. - 2019-03-15

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 Feuerbach Mark 2. Issuer Name and Ticker or Trading Symbol Innophos Holdings, Inc. [ IPHS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Interim CFO (Last) (First) (Middle) 259 PROSPECT PLAINS RD., BUILDING A 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2019 (Street) CRANBURY, NJ08512 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 $0.001 26,887 ( 1 ) 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 Option to purchase Common Stock $ 50.12 ( 2 ) 03/30/2022 Common Stock 352 D Option to purchase Common Stock $ 54.59 ( 3 ) 03/29/2023 Common Stock 946 D Option to purchase Common Stock $ 55.49 ( 4 ) 03/28/2024 Common Stock 2,688 D Option to purchase Common Stock $ 49.54 ( 5 ) 03/31/2025 Common Stock 3,510 D Option to purchase Common Stock $ 31.11 ( 6 ) 03/31/2026 Common Stock 8,694 D Option to purchase Common Stock $ 52.51 ( 7 ) 03/31/2027 Common Stock 4,319 D Option to purchase Common Stock $ 39.28 ( 8 ) 03/31/2028 Common Stock 6,937 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Feuerbach Mark 259 PROSPECT PLAINS RD. BUILDING A CRANBURY, NJ08512 Interim CFO Signatures /s/ Mark Feuerbach 03/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 3,934 restricted shares which are subject to certain vesting and forfeiture provisions. ( 2 )The reporting person was granted options on March 30, 2012. Options vested in three equal annual installments beginning on March 30, 2013. ( 3 )The reporting person was granted options on March 29, 2013. One third of the options vested on March 29, 2014, one third of the options vested on March 29, 2015, and one third of the options vested on March 29, 2016. ( 4 )The reporting person was granted options on March 28, 2014. One third of the options vested on March 28, 2015, one third of the options vested on March 28, 2016 and one third of the options vested on March 28, 2017. ( 5 )The reporting person was granted options on May 8, 2015. Options vested in three equal annual installments beginning March 31, 2016. ( 6 )The reporting person was granted options on April 1, 2016. Options vest in three equal annual installments beginning March 31, 2017. ( 7 )The reporting person was granted options on April 3, 2017. Options vest in three equal annual installments beginning March 31, 2018. ( 8 )The reporting person was granted options on April 2, 2018. Options will vest in three equal annual installments beginning March 31, 2019.

Remarks: Effective March 15, 2019, the reporting person became a Section 16 officer in connection with his appointment as Interim Chief Financial Officer.Exhibit 24 (Power of Attorney) attached

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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