0001828549-20-000003.txt : 20201021 0001828549-20-000003.hdr.sgml : 20201021 20201020180718 ACCESSION NUMBER: 0001828549-20-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20201021 DATE AS OF CHANGE: 20201020 GROUP MEMBERS: CLEARWAY CAPITAL MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Intrepid Potash, Inc. CENTRAL INDEX KEY: 0001421461 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 261501877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83993 FILM NUMBER: 201249115 BUSINESS ADDRESS: STREET 1: 1001 17TH STREET STREET 2: SUITE 1050 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-296-3006 MAIL ADDRESS: STREET 1: 1001 17TH STREET STREET 2: SUITE 1050 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Teton Trust Co LLC as Trustee of Clearway Trust CENTRAL INDEX KEY: 0001828549 IRS NUMBER: 822023641 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 36 E. BROADWAY, SUITE 9-3 PO BOX 490 CITY: JACKSON STATE: WY ZIP: 83001 BUSINESS PHONE: 307-201-5275 MAIL ADDRESS: STREET 1: 36 E. BROADWAY, SUITE 9-3 PO BOX 490 CITY: JACKSON STATE: WY ZIP: 83001 SC 13G 1 tetontrustschedule13g.htm SCHEDULE 13G Enter title of document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934


INTREPID POTASH, INC.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

46121Y102
(CUSIP Number)

October 16, 2020
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
# Rule 13d-1(c)
o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 46121Y102

  1. Names of Reporting Persons.
 Teton Trust Company LLC as Trustee of Clearway Trust

  2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  o        (b)  o

  3.

SEC Use Only

  4. Citizenship or Place of Organization

Wyoming

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:

5. Sole Voting Power

  1,711,982[1]

6. Shared Voting Power

  0

7. Sole Dispositive Power

  1,711,982[1]

8. Shared Dispositive Power

  0

9. Aggregate Amount Beneficially Owned by Each Reporting Person

  1,711,982[1]

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  o

11. Percent of Class Represented by Amount in Row (9)

  13.16%[2]

12. Type of Reporting Person (See Instructions)

  OO

[1]   The 1,711,982 Common Stock shares are held by Clearway Capital Management LLC which is wholly owned
by Clearway Trust.
[2]   Based on 13,006,124 shares of Common Stock of the Issuer outstanding as of June 30, 2020 - the most
recent Quarterly Results publishing Issuer's outstanding shares as of the date of this filing. As of
August 13, 2020, the Issuer effectuated a 10 for 1 reverse stock split of all of its Common Stock. As a
result thereof the number of Issuer's outstanding Common Stock published in its Second Quarter 2020
Results of 130,061,248 shares is reduced to 13,000,124.




CUSIP No. 46121Y102

  1. Names of Reporting Persons.

Clearway Capital Management LLC

  2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  o         (b)  o

  3. SEC Use Only

  4. Citizenship or Place of Organization

Florida

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:

5. Sole Voting Power

  1,711,982[3]

6. Shared Voting Power

  0

7. Sole Dispositive Power

  1,711,982[3]

8. Shared Dispositive Power

  0

9. Aggregate Amount Beneficially Owned by Each Reporting Person

  1,711,982[3]

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  o

11. Percent of Class Represented by Amount in Row (9)

  13.16%[4]

12. Type of Reporting Person (See Instructions)

  CO

[3]   The 1,711,982 Common Stock shares are held by Clearway Capital Management LLC which is wholly owned
by Clearway Trust.
[4]   Based on 13,006,124 shares of Common Stock of the Issuer outstanding as of June 30, 2020 - the most
recent Quarterly Results publishing Issuer's outstanding shares as of the date of this filing. As of
August 13, 2020, the Issuer effectuated a 10 for 1 reverse stock split of all of its Common Stock. As a
result thereof the number of Issuer's outstanding Common Stock published in its Second Quarter 2020
Results of 130,061,248 shares is reduced to 13,000,124.



CUSIP No. 46121Y102

Item 1.

(a) Name of Issuer
          INTREPID POTASH, INC.

(b) Address of Issuer's Principal Executive Offices
          1001 17th Street, Suite 1050 Denver, CO 80202

Item 2.

(a) Name of Person Filing
          This statement is jointly filed by and on behalf of each of Teton Trust Company LLC as Trustee of
Clearway Trust and Clearway Capital Management LLC. Teton Trust Company LLC is a Wyoming chartered Trust Company.
Teton Trust Company LLC is Trustee of Clearway Trust which is a Trust organized under the laws of Wyoming which
wholly-owns Clewarway Capital Management LLC which holds all of the Common Stock Shares of the Issuer being
reported in this Schedule 13G.
          Each reporting person declares that neither the filing of this statement nor anything herein shall be
construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, the beneficial owner of any securities covered by this statement.


(b) Address of Principal Business Office or, if none, Residence
          The address of the principal business office of Teton Trust Company LLC as Trustee of Clearway Trust
is 36 E. Broadway, Suite 9-3, PO Box 490 Jackson, Wyoming 83001-0490, USA

          The address of the principal business office of Clearway Capital Management LLC is 501 Brickell Key
Drive Suite 602 Miami, Florida 33131, USA


(c) Citizenship
          See Item 4 on the cover page(s) hereto.


(d) Title of Class of Securities
          Common Stock, par value $0.001


(e) CUSIP Number
          46121Y102

Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is:

(a) o A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b) o A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) o An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) o An investment company registered under Section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8);

(e) o An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E);

(f) o An employee benefit plan or endowment fund in accordance with section 240.13d- 1(b)(1)(ii)(F);

(g) o A parent holding company or control person in accordance with section 240.13d- 1(b)(1)(ii)(G);

(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);

(i) o A church plan that is excluded from the definition of an investment company under Section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) o A non-U.S. institution in accordance with section 240.13d-1(b)(1)(ii)(J);

(k) o A group, in accordance with section 240.13d-1(b)(1)(ii)(K).


Item 4. Ownership.

(a) Amount beneficially owned:
          See Item 9 on the cover page(s) hereto.

(b) Percent of class:
          See Item 11 on the cover page(s) hereto.

(c) Number of shares as to which such person has:


   (i) Sole power to vote or to direct the vote:
                See Item 5 on the cover page(s) hereto.


   (ii) Shared power to vote or to direct the vote:
                See Item 6 on the cover page(s) hereto.

   (iii) Sole power to dispose or to direct the disposition of:
                See Item 7 on the cover page(s) hereto.

   (iv) Shared power to dispose or to direct the disposition of:
                See Item 8 on the cover page(s) hereto.

Item 5. Ownership of 5% or Less of a Class.
          If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the class of securities, check the following o.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person
          Not Applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company or Control Person.
          Teton Trust Company LLC is a Wyoming chartered Trust Company. Teton Trust Company LLC is Trustee of
Clearway Trust which is a Trust organized under the laws of Wyoming which wholly-owns Clearway Capital Management
LLC, a Florida limited liability company.  Clearway Capital Management LLC holds all of the Common Stock Shares
of the Issuer being reported in this Schedule 13G.

Item 8. Identification and Classification of Members of the Group
          Not applicable.

Item 9. Notice of Dissolution of Group
          Not applicable.

Item 10. Certifications
          By signing below each signatory certifies that, to the best of his or its knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.

SIGNATURE
          After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.

          Date: October 20, 2020

Teton Trust Company LLC as Trustee of Clearway Trust

By: /s/ Alan Lemura
Name: Alan Lemura as Attorney-in-Fact for Abbie Flaherty
Title: Attorney-in-Fact for Director of Teton Trust Company LLC as Trustee of Clearway Trust*


Clearway Capital Management LLC

By: /s/ Alan Lemura
Name: Alan Lemura as Attorney-in-Fact for Luis Oscar Merlotti
Title: Attorney-in-Fact for Manager of Clearway Capital Management LLC*

* The Power of Attorneys given by each of Abbie Flaherty, Director of Teton Trust Company LLC as Trustee
of Clearway Trust and Luis Oscar Merlotti, Manager of Clearway Capital Management LLC, each of which have
been filed with the Commission along with this Schedule 13G.


EXHIBIT INDEX

Exhibit     Description of Exhibit

24.1	    Power of Attorney by Teton Trust Company LLC as Trustee of Clearway Trust
24.2	    Power of Attorney by Clearway Capital Management LLC
99          Joint Filing Agreement

EX-24 2 clearwaytrustpoa.htm TETON TRUST CO LLC AS TRUSTEE OF CLEARWAY TRUST POWER OF ATTORNEY Enter title of document
EXHIBIT 24
SPECIAL POWER OF ATTORNEY


The undersigned constitutes and appoints Alan Lemura, a United States citizen,
born in Buenos Aires, Argentina on June 24, 1987 acting singly, as the undersigned's true
and lawful attorney-in-fact, for the undersigned and in the undersigned's name, place and
stead, to:

1. prepare, sign, and submit to the U.S. Securities and Exchange
Commission (the "SEC") on its Electronic Data Gathering, Analysis, and Retrieval
("EDGAR") Filer Management website a Form ID application, including any
amendments and exhibits thereto, and any other related documents as may be necessary
or appropriate, to obtain from the SEC access codes to permit filing on the SEC's
EDGAR system, granting unto said attorney-in-fact, full power and authority to do and
perform each act and thing requisite and necessary to be done as required by any rule or
regulation of the SEC and EDGAR as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact, may lawfully do or cause to be done by virtue hereof; and

2. sign any and all SEC statements of beneficial ownership of securities
of Teton Trust Company, LLC as Trustee of the Clearway Trust on Schedule 13G as
required under Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the
Securities Exchange Act of 1934, as amended, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the SEC and any stock
exchange which lists any securities held by Teton Trust Company, LLC as Trustee of the
Clearway Trust, granting unto said attorney-in-fact, full power and authority to do and
perform each act and thing requisite and necessary to be done under said Section 13 and
Section 16(a), as fully and to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact, may lawfully
do or cause to be done by virtue hereof.

A copy of this special power of attorney shall be filed with the SEC. The
authorization set forth above shall continue in full force and effect until the undersigned
revokes such authorization by written instructions to the attorney-in-fact.

The authority granted hereby shall in no event be deemed to impose or create any
duty on behalf of the attorney-in-fact with respect to the undersigned's obligations to file
a Form ID, Schedule 13Gs and Forms 3, 4 and 5 with the SEC.

Dated: October 9, 2020


By: /s/ Abbie Flaherty
Name: Abbie Flaherty
Title: Director, Teton Trust Company, LLC
as Trustee of the Clearway Trust,
Grantor

EX-24 3 clearwaycmllcpoa.htm CLEARWAY CAPITAL MANAGEMENT LLC POWER OF ATTORNEY Enter title of document
EXHIBIT 24
SPECIAL POWER OF ATTORNEY


The undersigned constitutes and appoints Alan Lemura, a United States citizen,
born in Buenos Aires, Argentina on June 24, 1987 acting singly, as the undersigned's true
and lawful attorney-in-fact, for the undersigned and in the undersigned's name, place and
stead, to:

1. prepare, sign, and submit to the U.S. Securities and Exchange
Commission (the "SEC") on its Electronic Data Gathering, Analysis, and Retrieval
("EDGAR") Filer Management website a Form ID application, including any
amendments and exhibits thereto, and any other related documents as may be necessary
or appropriate, to obtain from the SEC access codes to permit filing on the SEC's
EDGAR system, granting unto said attorney-in-fact, full power and authority to do and
perform each act and thing requisite and necessary to be done as required by any rule or
regulation of the SEC and EDGAR as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact, may lawfully do or cause to be done by virtue hereof; and

2. sign any and all SEC statements of beneficial ownership of securities
of Clearway Capital Management LLC (the "Company") on Schedule 13G as required under
Section 13 and Forms 3, 4 and 5 as required under Section 16(a) of the Securities Exchange
Act of 1934, as amended, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the SEC and any stock exchange which lists any
securities held by the Company, granting unto said attorney-in-fact, full power and
authority to do and perform each act and thing requisite and necessary to be done under
said Section 13 and Section 16(a), as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact, may lawfully do or cause to be done by virtue hereof.

A copy of this special power of attorney shall be filed with the SEC. The
authorization set forth above shall continue in full force and effect until the undersigned
revokes such authorization by written instructions to the attorney-in-fact.

The authority granted hereby shall in no event be deemed to impose or create any
duty on behalf of the attorney-in-fact with respect to the undersigned's obligations to file
a Form ID, Schedule 13Gs and Forms 3, 4 and 5 with the SEC.

Dated: October 9, 2020


By: /s/ Luis Oscar Merlotti
Name: Luis Oscar Merlotti
Title: Manager,
Clearway Capital Management LLC,
Grantor

EX-99 4 jointfilingagreement.htm JOINT FILING AGREEMENT Exhibit 99 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: October 20, 2020 Teton Trust Company LLC as Trustee of Clearway Trust By: /s/ Alan Lemura Name: Alan Lemura as Attorney-in-Fact for Abbie Flaherty Title: Attorney-in-Fact for Director of Teton Trust Company LLC as Trustee of Clearway Trust* Clearway Capital Management LLC By: /s/ Alan Lemura Name: Alan Lemura as Attorney-in-Fact for Luis Oscar Merlotti Title: Attorney-in-Fact for Manager of Clearway Capital Management LLC* * The Power of Attorneys given by each of Abbie Flaherty, Director of Teton Trust Company LLC as Trustee of Clearway Trust and Luis Oscar Merlotti, Manager of Clearway Capital Management LLC, each of which have been filed with the Commission along with Schedule 13G.