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CF > SEC Filings for CF > Form 8-K on 23-Nov-2011All Recent SEC Filings

Show all filings for CF INDUSTRIES HOLDINGS, INC.



Other Events

Item 8.01 Other Events.

On November 22, 2011, Stephen R. Wilson, Chairman of the Board of Directors, President and Chief Executive Officer of CF Industries Holdings, Inc. (the "Company"), entered into a Rule 10b5-1 trading plan (the "Plan") with a broker to sell Company common stock to be acquired upon exercise of certain of Mr. Wilson's employee stock options. The Plan is in addition to the Rule 10b5-1 trading plan previously disclosed on the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 30, 2010.

Pursuant to the Plan, stock options with respect to a maximum of 400,000 shares of common stock may be exercised and the underlying common stock sold within a predetermined range of dates between January 2012 and July 2013, subject to certain predetermined criteria based on the market price of the Company's common stock, after which time the Plan will terminate. The Plan may be cancelled as provided in the Plan. Mr. Wilson entered into the Plan as part of his personal long-term investment strategy for asset diversification.

Any transactions under the Plan will be reported by Mr. Wilson through Rule 144 filings and individual Form 4 filings with the U.S. Securities and Exchange Commission, as appropriate.

The Plan is intended to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, and the Company's insider trading policy. Rule 10b5-1 allows corporate insiders to establish prearranged written stock trading plans at a time when the insider is not aware of material, nonpublic information. Subsequent receipt by the insider of material, nonpublic information will not prevent prearranged transactions under the Rule 10b5-1 plan from being executed.

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