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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act
of 1934
(Amendment No. 7)*
INTREPID POTASH, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
46121Y102
(CUSIP Number)
Robert P. Jornayvaz III
Executive Chairman of the Board
Intrepid Potash, Inc.
707 17th Street, Suite 4200
Denver, Colorado 80202
(303) 296-3006
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
August 18, 2010
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 |
13D |
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1 |
Names of Reporting Persons |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds (See
Instructions) |
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization |
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Number of |
7 |
Sole Voting Power |
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8 |
Shared Voting Power |
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9 |
Sole Dispositive Power |
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10 |
Shared Dispositive Power |
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11 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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13 |
Percent of Class Represented
by Amount in Row 11
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14 |
Type of Reporting Person
(See Instructions) |
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(1) |
Excludes 12,686,000 shares of Common Stock of the Issuer held by Harvey Operating and Production Company, which may be deemed to be beneficially owned by Intrepid Production Corporation as a result of the relationships among Intrepid Production Corporation and Harvey Operating and Production Company described in Item 6 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Intrepid Production Corporation that it is the beneficial owner of any shares of Common Stock of the Issuer held by Harvey Operating and Production Company. |
(2) |
Based on the 75,100,546 shares of Common Stock of the Issuer outstanding as of July 31, 2010, as disclosed in the Issuers most recent Quarterly Report on Form 10-Q. |
CUSIP No. 46121Y102 |
13D |
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1 |
Names of Reporting Persons |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3 |
SEC Use Only |
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4 |
Source of Funds (See
Instructions) |
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5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization |
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Number of |
7 |
Sole Voting Power |
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8 |
Shared Voting Power |
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9 |
Sole Dispositive Power |
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10 |
Shared Dispositive Power |
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11 |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) x |
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13 |
Percent of Class Represented
by Amount in Row 11
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14 |
Type of Reporting Person
(See Instructions) |
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(1) |
Includes 12,286,000 shares held by Intrepid Production Corporation that are or may be deemed to be beneficially owned by Robert P. Jornayvaz III. Mr. Jornayvaz is the sole shareholder, sole director and President of Intrepid Production Corporation. Mr. Jornayvaz was granted 17,578 shares of restricted common stock on February 25, 2009, which vest in three equal annual installments beginning on February 25, 2010 (3,923 shares are currently vested and 1,936 shares were withheld for payment of taxes), and 2,453 shares of restricted common stock on February 4, 2010, which will vest in three equal annual installments beginning on February 4, 2011. This amount also includes 10,000 shares of common stock held by LARRK Foundation and 120 shares of common stock held by Mr. Jornayvazs daughter, of which he disclaims beneficial ownership. |
(2) |
Excludes 12,686,000 shares of Common Stock of the Issuer held by Harvey Operating and Production Company, which may be deemed to be beneficially owned by Robert P. Jornayvaz III as a result of the relationships among Intrepid Production Corporation and Harvey Operating and Production Company described in Item 6 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Robert P. Jornayvaz III that he is the beneficial owner of any shares of Common Stock of the Issuer held by Harvey Operating and Production Company. |
(3) |
Based on the 75,100,546 shares of Common Stock of the Issuer outstanding as of July 31, 2010, as disclosed in the Issuers most recent Quarterly Report on Form 10-Q. |
CUSIP No. 46121Y102 |
13D |
Item 1. |
Security and Issuer |
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This Amendment No. 7 amends the statement on Schedule 13D filed on May 5, 2008, as amended on December 16, 2008, June 10, 2009, November 12, 2009, January 15, 2010, June 18, 2010 and August 17, 2010, by Intrepid Production Corporation, a Colorado corporation (IPC) and Robert P. Jornayvaz III (RPJ) with respect to the Common Stock, par value $0.001 per share (the Common Stock), of Intrepid Potash, Inc., a Delaware corporation (the Issuer). Capitalized terms used herein without definition have the meanings assigned to them in the Schedule 13D. |
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Item 5. |
Interest in Securities of the Issuer |
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Item 5 of the Schedule 13D is hereby supplemented as follows:
(a) The responses of the Reporting Persons with regard to Items 11 and 13 of the cover pages to this Amendment No. 7 that relate to the aggregate number and percentage of Common Stock beneficially owned by such Reporting Persons are herein incorporated by reference.
(b) The responses of the Reporting Persons with regard to Items 7, 8, 9 and 10 of the cover pages to this Amendment No. 7 that relate to the number of shares as to which such persons have sole power to vote or to direct the vote, shared power to vote or to direct the vote, and sole or shared power to dispose or to direct the disposition are herein incorporated by reference.
(c) The following transactions in the Common Stock were effected by the Reporting Persons in the 60 days prior to the date of this filing:
(1) On August 18, 2010, IPC sold 1,200,000 shares of Common Stock in a block transaction at $24.71 per share, for aggregate consideration of $29,652,000.
In addition, on August 18, 2010, Harvey Operating and Production Company (HOPCO) sold 1,200,000 shares of Common Stock in a block transaction at $24.71 per share, for aggregate consideration of $29,652,000. Shares owned by HOPCO may be deemed to be beneficially owned by the Reporting Persons as a result of the relationships among IPC and HOPCO previously described in Item 6 of this Schedule 13D. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by either of the Reporting Persons that he or it is the beneficial owner of any shares of Common Stock of the Issuer held by HOPCO. |
CUSIP No. 46121Y102 |
13D |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 23, 2010 |
INTREPID PRODUCTION CORPORATION |
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By: |
/s/ Geoffrey T. Williams, Jr. |
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Name: |
Geoffrey T. Williams, Jr. |
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Title: |
Attorney-in-Fact |
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Dated: August 23, 2010 |
ROBERT P. JORNAYVAZ III |
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By: |
/s/ Geoffrey T. Williams, Jr. |
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Name: |
Geoffrey T. Williams, Jr. |
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Title: |
Attorney-in-Fact |