X0306 4 2020-02-07 1 0001364099 Innophos Holdings, Inc. IPHS 0001670029 Horenstein Joshua 259 PROSPECT PLAINS RD., BUILDING A CRANBURY NJ 08512 0 1 0 0 See Remarks Common Stock, par value $0.001 per share 2020-02-07 4 D 0 11559 D 0 D Performance Shares 2020-02-07 4 D 0 972 D Common Stock 972 0 D Performance Shares 2020-02-07 4 D 0 1866 D Common Stock 1866 0 D Performance Shares 2020-02-07 4 D 0 2802 D Common Stock 2802 0 D Stock Option (Right to Buy) 50.12 2020-02-07 4 D 0 440 D 2022-03-30 Common Stock 440 0 D Stock Option (Right to Buy) 54.59 2020-02-07 4 D 0 746 D 2023-03-29 Common Stock 746 0 D Stock Option (Right to Buy) 55.49 2020-02-07 4 D 0 1078 D 2024-03-27 Common Stock 1078 0 D Stock Option (Right to Buy) 49.54 2020-02-07 4 D 0 1410 D 2025-05-08 Common Stock 1410 0 D Stock Option (Right to Buy) 31.11 2020-02-07 4 D 0 11906 D 2026-04-01 Common Stock 11906 0 D Stock Option (Right to Buy) 52.51 2020-02-07 4 D 0 4336 D 2027-04-03 Common Stock 4336 0 D Stock Option (Right to Buy) 39.28 2020-02-07 4 D 0 10252 D 2028-04-02 Common Stock 10252 0 D Stock Option (Right to Buy) 31.03 2020-02-07 4 D 0 20273 D 2029-04-01 Common Stock 20273 0 D Includes two shares incorrectly reported as having been withheld for tax purposes in a transaction dated March 31, 2019 and previously reported on Form 4 filed April 2, 2019. Pursuant to the Agreement and Plan of Merger among the Issuer, Iris Parent LLC ("Parent") and Iris Merger Sub 2019, Inc. dated as of October 20, 2019, the Issuer became a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time") on February 7, 2020. At the Effective Time, each share of the Issuer's common stock, par value $0.001 per share ("Common Stock"), (including each restricted share) was automatically converted into the right to receive $32.00 in cash, without interest. Each performance share represented the right to receive shares of Common Stock, subject to the achievement of certain performance measures. Pursuant to the Merger Agreement, as of the Effective Time, each performance share outstanding and unvested immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to (i) the target number of shares of Common Stock subject to such performance share multiplied by (ii) $32.00, plus the amount of any accrued but unpaid dividend equivalents associated with such performance share, less any applicable tax withholding. Pursuant to the Merger Agreement, each stock option outstanding and unexercised immediately prior to the Effective Time immediately vested (if unvested) and was converted into the right to receive an amount in cash equal to (i) the number of shares of Common Stock subject to such stock option multiplied by (ii) the excess of (x) $32.00 over (y) the exercise price payable in respect of each share of Common Stock subject to such stock option, less any applicable tax withholding; provided, however, that stock options with an exercise price equal to or greater than $32.00 were cancelled without the right to receive any cash payment in consideration thereof. SVP, Chief Legal and Human Resources Officer and Corporate Secretary /s/ Joshua S. Horenstein 2020-02-07