1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Capital Partners, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
193,317
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
193,317
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
193,317
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
1.2%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Capital Partners 100, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
28,164
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
28,164
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
28,164
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Select, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
657,850
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
657,850
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
657,850
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
4.1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Select 100, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
100,242
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
100,242
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
100,242
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Capital Investors, Ltd
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
12,503
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
12,503
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
12,503
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Select Master Fund, Ltd
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Cayman Islands
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
90,716
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
90,716
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
90,716
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
Less than 1%
|
|
12.
|
TYPE OF REPORTING PERSON
|
CO
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Corsair Capital Management, L.P.
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,082,792
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,082,792
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,082,792
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.7%
|
|
12.
|
TYPE OF REPORTING PERSON
|
IA; PN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Jay Petschek
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,082,792
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,082,792
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,082,792
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.7%
|
|
12.
|
TYPE OF REPORTING PERSON
|
IN
|
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
Steven Major
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x]
|
|
(b) [ ]
|
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
5.
|
SOLE VOTING POWER
|
0
|
|
6.
|
SHARED VOTING POWER
|
1,082,792
|
|
7.
|
SOLE DISPOSITIVE POWER
|
0
|
|
8.
|
SHARED DISPOSITIVE POWER
|
1,082,792
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,082,792
|
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
6.7%
|
|
12.
|
TYPE OF REPORTING PERSON
|
IN
|
|
(a)
|
Name of Issuer:
CompoSecure, Inc.
|
|
||
|
(b)
|
Address of Issuer’s Principal Executive Offices:
309 Pierce St.
Somerset, NJ 08873
|
|
|
(a)
|
Name of Person Filing
The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are: •Corsair Capital Partners, L.P. (“Corsair Capital”)
•Corsair Capital Partners 100, L.P. (“Corsair 100”)
•Corsair Select L.P. (“Corsair Select”)
•Corsair Select 100 L.P. (“Select 100”)
•Corsair Capital Investors, Ltd (“Corsair Investors”)
•Corsair Select Master Fund, Ltd. (“Select Master”)
•Corsair Capital Management, L.P. (“Corsair Management”)
•Jay R. Petschek (“Mr. Petschek”) and
•Steven Major (“Mr. Major”)
Corsair Management acts as the investment manager of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Investors and Select Master. Messrs. Petschek and Major are the controlling persons of Corsair Management.
|
|
||
|
(b)
|
Address of the Principal Office or, if none, residence
The principal business address for each of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Management, Mr. Petschek and Mr. Major is 366 Madison Ave, 12th floor, New York, NY 10017. The principal business address for each of Corsair Investors and Select Master is M&C Corporate Services Ltd, Box 309, George Town, Cayman Islands KY1-1104.
|
|
||
|
(c)
|
Citizenship
Each of Corsair Capital, Corsair 100, Corsair Select, Select 100 and Corsair Management is a limited partnership formed under the laws of the State of Delaware. Each of Corsair Investors and Select Master is an exempted company formed under the laws of the Cayman Islands. Each of Mr. Petschek and Mr. Major is a citizen of the United States. |
|
||
|
(d)
|
Title of Class of Securities
Class A Common Stock, par value $0.0001 per share (“Common Stock”) |
|
||
|
(e)
|
CUSIP Number
20459V105
|
|
|
(a)
|
|
Amount beneficially owned: Collectively, the Reporting Persons beneficially own 1,082,792 shares of Common Stock, including 339,383 shares of Common Stock underlying currently exercisable warrants.
•Corsair Capital individually owns 193,317 shares of Common Stock, including 59,783 shares of Common Stock underlying currently exercisable warrants.
•Corsair 100 individually owns 28,164 shares of Common Stock, including 8,800 shares of Common Stock underlying currently exercisable warrants.
•Corsair Select individually owns 657,850 shares of Common Stock, including 206,934 shares of Common Stock underlying currently exercisable warrants.
•Select 100 individually owns 100,242 shares of Common Stock, including 31,565 shares of Common Stock underlying currently exercisable warrants.
•Corsair Investors individually owns 12,503 shares of Common Stock, including 3,798 shares of Common Stock underlying currently exercisable warrants.
•Select Master individually owns 90,716 shares of Common Stock, including 28,503 shares of Common Stock underlying currently exercisable warrants.
•Corsair Management, as the investment manager of each of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Investors and Select Master is deemed to beneficially own 1,082,792 shares of Common
Stock.
|
|
•Mr. Petschek, as a controlling person of Corsair Management, is deemed to individually beneficially own 1,082,792 shares of Common Stock.
•Mr. Major, as a controlling person of Corsair Management, is deemed to individually beneficially own 1,082,792 shares of Common Stock.
|
||||
|
||||
|
(b)
|
|
Percent of class: Collectively, the Reporting Persons beneficially own 1,082,792 shares of Common Stock, representing 6.7% of all of the outstanding shares of Common Stock based on the 15,759,668 outstanding shares of Common Stock as
reported on the Issuer’s Form 10-Q filed November 4, 2022, plus, with respect to each Reporting Person, the number of shares of Common Stock underlying currently exercisable warrants held by such Reporting Person as indicated in Item 4(a)
above. The total number of shares of Common Stock underlying currently exercisable warrants held by the Reporting Persons in the aggregate is 339,383.
Corsair Capital’s individual ownership of 193,317 shares of Common Stock, including 59,783 shares of Common Stock underlying currently exercisable warrants, represents 1.2% of all the outstanding shares of Common Stock.
Corsair 100’s individual ownership of 28,164 shares of Common Stock, including 8,800 shares of Common Stock underlying currently exercisable warrants, represents less than 1% of all the outstanding shares of Common Stock.
Corsair Select’s individual ownership of 657,850 shares of Common Stock, including 206,934 shares of Common Stock underlying currently exercisable warrants, represents 4.1% of all the outstanding shares of Common Stock.
Select 100’s individual ownership of 100,242 shares of Common Stock, including 31,565 shares of Common Stock underlying currently exercisable warrants, represents less than 1% of all the outstanding shares of Common Stock.
Corsair Investors’ individual ownership of 12,503 shares of Common Stock, including 3,798 shares of Common Stock underlying currently exercisable warrants, represents less than 1% of all the outstanding shares of Common Stock.
Select Master’s individual ownership of 90,716 shares of Common Stock, including 28,503 shares of Common Stock underlying currently exercisable warrants, represents less than 1% of all the outstanding shares of Common Stock.
Corsair Management’s beneficial ownership of 1,082,792 shares of Common Stock represents 6.7% of all the outstanding shares of Common Stock.
The 1,082,792 shares of Common Stock deemed to be beneficially owned by Mr. Petschek represents 6.7% of all the outstanding shares of Common Stock.
The 1,082,792 shares of Common Stock deemed to be beneficially owned by Mr. Major represents 6.7% of all the outstanding shares of Common Stock.
|
|
|
||||
|
(c)
|
|
Number of shares as to which the person has:
|
|
|
||||
|
|
|
(i)
|
Sole power to vote or to direct the vote shares of Common Stock
Not Applicable
|
|
||||
|
|
|
(ii)
|
Shared power to vote or to direct the vote.
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 193,317 shares of common Stock owned by Corsair Capital.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 28,164 shares of common Stock owned by Corsair 100.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 657,850 shares of common Stock owned by Corsair Select.
Select 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 100,242 shares of common Stock owned by Select 100.
Capital Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 12,503 shares of common Stock owned by Corsair Investors.
Select Master, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 90,716 shares of common Stock owned by Select Master.
|
|
||||
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of shares of Common Stock
Not Applicable
|
|
||||
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of:
Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 193,317 shares of common Stock owned by Corsair Capital.
Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 28,164 shares of common Stock owned by Corsair 100.
Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 657,850 shares of common Stock owned by Corsair Select.
Select 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 100,242 shares of common Stock owned by Select 100.
Capital Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 12,503 shares of common Stock owned by Corsair Investors.
Select Master, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 90,716 shares of common Stock owned by Select Master.
|
|