SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Berger Steven N.

(Last)

(First)

(Middle)

C/O COMPASS MINERALS INTERNATIONAL, INC.

9900 WEST 109TH STREET, SUITE 100

(Street)

OVERLAND PARK

66210

(City)

(State)

(Zip)

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)
	SVP, Corporate Services

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2017		M		826	A	$0	3,657	D
Common Stock	03/10/2017		M		888	A	$0	4,545	D
Common Stock	03/14/2017		F		601⁽¹⁾	D	$68.59⁽²⁾	3,944	D
Common Stock								164	I⁽³⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽⁴⁾	03/10/2017		M			826	03/10/2017	03/10/2017	Common Stock	826	$0	0	D
Performance Stock Unit	⁽⁵⁾	03/10/2017		M			888⁽⁶⁾	03/10/2017	03/10/2017	Common Stock	888⁽⁶⁾	$0	0	D

Explanation of Responses:

1. Represents the number of shares sold to satisfy tax withholding obligations on the vesting and release of the restricted stock units and performance stock units.

2. The 601 shares were traded in blocks at prices ranging from $68.10 to $70.00 per share. $68.59 is the weighted average sale price per share. Information regarding the number of shares sold at each separate price is available upon request by the SEC staff or any security holder of the Issuer.

3. The reported number is based on a 401(k) plan statement dated as of March 8, 2017.

4. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

5. Each performance stock unit represents a contingent right to receive between 0% and 150% of one share of Issuer common stock. The actual number of shares that was earned was calculated by comparing the Issuer's relative total shareholder return to the total shareholder return for each company comprising the Russell 3000 Index over a three-year performance period.

6. The reported number of securities represents 65.21% of the initial target number of shares subject to the performance stock unit award granted on March 10, 2014, which were earned based the Issuer's performance over the three-year performance period.

Remarks:

	/s/ Robert B. Porter, Attorney-in-Fact	03/14/2017
	** Signature of Reporting Person	Date
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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