Intrepid Potash, Inc. — Director's Dealing 2014

Feb 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Intrepid Potash, Inc. (IPI)
CIK: 0001421461
Period of Report: 2014-02-25

Reporting Person: WHYTE JAMES N (EVP of HR & Risk Mgmt)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-25	Common Stock	M	712	—	Acquired	45202	Direct
2014-02-25	Common Stock	F	1751	$14.45	Disposed	43451	Direct
2014-02-25	Common Stock	A	14273	—	Acquired	57724	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-25	Performance Units (Production)	$	M	594	Disposed		Common Stock (466)	Direct
2014-02-25	Performance Units (Production)	$	M	402	Disposed		Common Stock (246)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	230	Indirect

Footnotes

F1: Represents shares issued in settlement of vested performance units (production).

F2: The disposition represents the net share settlement of shares for income tax purposes upon the vesting of previously awarded restricted stock and the vesting and settlement of previously awarded performance units (production).

F3: Represents a grant of restricted stock that will vest in three equal annual installments beginning on February 25, 2015, subject to the reporting person's continued employment with the company through the vesting date.

F4: Represents 37,081 unrestricted shares of common stock and 20,643 shares of restricted stock.

F5: Mr. Whyte no longer has a reportable beneficial interest in 160 shares held by his son.

F6: Based on the company's actual production results in 2013 as compared to pre-established goals under the award, the compensation committee of the company's board of directors has certified that each performance unit (production) represents the right to receive 78.5% of a share of company common stock, subject to the award's vesting terms. The award was originally granted on February 25, 2013, and vests in three equal annual installments beginning on February 25, 2014, subject to the reporting person's continued employment with the company through the vesting date.

F7: Based on the company's actual production results in 2012 as compared to pre-established goals under the award, the compensation committee of the company's board of directors has certified that each performance unit (production) represents the right to receive 61.2% of a share of company common stock, subject to the award's vesting terms. The award was originally granted on March 5, 2012, and vests in three equal annual installments beginning on February 25, 2013, subject to the reporting person's continued employment with the company through the vesting date.