Statement of Changes in Beneficial Ownership (4)
May 08 2018 - 6:03PM
Edgar (US Regulatory)
FORM 4
[
X
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
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2. Issuer Name
and
Ticker or Trading Symbol
Intrepid Potash, Inc.
[
IPI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
FAIRFAX FINANCIAL HOLDINGS LTD, 95 WELLINGTON ST WEST STE 800
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/4/2018
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(Street)
TORONTO ONTARIO, A6 M5J 2N7
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/4/2018
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S
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155064
(1)
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D
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$4.3528
(1)
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14418598
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I
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See note
(3)
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Common Stock
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5/8/2018
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S
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4000000
(2)
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D
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$3.95
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10418598
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I
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See note
(3)
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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 Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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The amount in this column represents 139,500 shares sold by Odyssey Reinsurance Company and 15,564 shares sold by FFHL Master Trust. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.35 to $4.3614 inclusive. Upon request, the reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the Securities and Exchange Commission full information regarding the shares sold at each separate price within the range set forth in this footnote.
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(2)
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The amount in this column represents 3,600,000 shares sold by Odyssey Reinsurance Company and 400,000 shares sold by FFHL Master Trust.
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(3)
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After giving effect to the transactions reported on this Form 4, 1,876,300 are owned directly by Odyssey Reinsurance Company, and 7,500,000 shares are owned directly by Brit Insurance (Gibraltar) PCC Limited, each of which is an indirect subsidiary of FFHL Group Limited, which is a subsidiary of Fairfax Financial Holdings Ltd. 1,043,298 shares are owned directly by FFHL Master Trust, which is controlled by Fairfax Financial Holdings Ltd. V. Prem Watsa is the CEO and controlling person of Fairfax Financial Holdings Ltd. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting persons are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
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Remarks:
After giving effect to the transactions reported on this Form 4, the reporting persons beneficially own less than 10% of the outstanding shares of the Issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FAIRFAX FINANCIAL HOLDINGS LTD/ CAN
FAIRFAX FINANCIAL HOLDINGS LTD
95 WELLINGTON ST WEST STE 800
TORONTO ONTARIO, A6 M5J 2N7
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See Remarks
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WATSA V PREM ET AL
95 WELLINGTON STREET WEST
SUITE 800
TORONTO ONTARIO, A6 M5J 2N7
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See Remarks
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FFHL GROUP LTD
95 WELLINGTON STREET WEST
SUITE 800
TORONTO ONTARIO, A6 M5J 2N7
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See Remarks
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1109519 ONTARIO LTD
95 WELLINGTON STREET WEST
SUITE 800
TORONTO, ONTARIO, A6 M5J 2N7
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See Remarks
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SIXTY TWO INVESTMENT CO LTD
1600 CATHEDRAL PLACE
925 W GEORGIA ST
VANCOUVER BC CANADA, A1 V6C3L3
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See Remarks
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810679 ONTARIO LTD
95 WELLINGTON STREET WEST SUITE 800
TORONTO ONTARIO CANADA, A6 M5J 2N7
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See Remarks
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Signatures
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/s/ Paul Rivett, President, on behalf of Fairfax Financial Holdings Ltd.
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5/8/2018
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**
Signature of Reporting Person
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Date
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/s/ V. Prem Watsa
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5/8/2018
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**
Signature of Reporting Person
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Date
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/s/ Paul Rivett, Director, on behalf of FFHL Group Ltd.
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5/8/2018
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**
Signature of Reporting Person
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Date
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/s/ V. Prem Watsa, President, on behalf of 1109519 Ontario Limited
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5/8/2018
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**
Signature of Reporting Person
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Date
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/s/ V. Prem Watsa, President, on behalf of The Sixty Two Investment Company Limited
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5/8/2018
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**
Signature of Reporting Person
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Date
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/s/ V. Prem Watsa, President, on behalf of 810679 Ontario Limited
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5/8/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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