| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/18/2022 |
3. Issuer Name and Ticker or Trading Symbol
COMPASS MINERALS INTERNATIONAL INC [ CMP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 7,034,609 | D(1) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. KM&T Investment Holdings, LLC ("KM&T Investment") is beneficially owned by Koch Minerals & Trading, LLC ("KM&T "), KM&T is beneficially owned by Koch Solutions, LLC ("Koch Solutions") and Koch Solutions is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, Koch Solutions and KM&T may be deemed to beneficially own the shares of Common Stock of Compass Minerals International, Inc. (the "Issuer") held by KM&T Investment by virtue of (i) Koch Industries' beneficial ownership of Koch Solutions, (ii) Koch Solutions' beneficial ownership of KM&T and (iii) KM&T's beneficial ownership of KM&T Investment. |
| Remarks: |
| Pursuant to the Stock Purchase Agreement, dated September 14, 2022, between the Issuer and KM&T, KM&T Investment has the right to designate two directors to the Issuer's board of directors and, therefore, KM&T Investment and Koch Industries may each be deemed a "director by deputization" of the Issuer. |
| KM&T Investment Holdings, LLC /s/ Vance Holtzman, Vice President | 10/21/2022 | |
| Koch Industries, Inc. /s/ Raffaele G. Fazio, Assistant Secretary | 10/21/2022 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||