UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Amendment No. 1)*
CompoSecure, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
20459V105
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
X Rule 13d-1(c)
Rule 13d-1(d)
Rule 13d-1(b)
X Rule 13d-1(c)
Rule 13d-1(d)
* 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).
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Corsair Capital Partners, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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193,003
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7.
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SOLE DISPOSITIVE POWER333
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0
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8.
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SHARED DISPOSITIVE POWER
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193,003
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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193,003
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.2%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Corsair Capital Partners 100, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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28,119
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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28,119
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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28,119
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Corsair Select, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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685,967
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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685,967
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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685,967
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.3%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Corsair Select 100, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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104,515
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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104,515
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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104,515
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Corsair Capital Investors, Ltd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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12,482
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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12,482
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12,482
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Corsair Select Master Fund, Ltd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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94,586
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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94,586
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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94,586
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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Less than 1%
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12.
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TYPE OF REPORTING PERSON
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CO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Corsair Capital Management, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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1,118,672
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,118,672
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,118,672
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.9%
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12.
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TYPE OF REPORTING PERSON
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IA; PN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Jay Petschek
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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1,118,672
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,118,672
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,118,672
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.9%
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12.
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TYPE OF REPORTING PERSON
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IN
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Steven Major
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [x]
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(b) [ ]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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1,118,672
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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1,118,672
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,118,672
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.9%
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12.
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TYPE OF REPORTING PERSON
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IN
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This statement was filed with respect to the Class A Common Stock of CompoSecure, Inc. (The “Issuer”) beneficially owned by the Reporting Persons identified below
as of December 31, 2022.
Item 1.
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(a)
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Name of Issuer:
CompoSecure, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices:
309 Pierce St.
Somerset, NJ 08873
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Item 2.
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(a)
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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.
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(b)
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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.
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(c)
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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. |
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(d)
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Title of Class of Securities
Class A Common Stock, par value $0.0001 per share (“Common Stock”) |
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(e)
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CUSIP Number
20459V105
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Item 3. If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
Not Applicable.
Item 4. Ownership.
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(a)
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Amount beneficially owned: Collectively,
the Reporting Persons beneficially own 1,118,672 shares of Common Stock, including 339,003 shares of Common Stock underlying currently exercisable warrants.
•Corsair Capital individually owns 193,003 shares of Common Stock, including 59,469 shares of Common Stock underlying currently exercisable warrants.
•Corsair 100 individually owns 28,119 shares of Common Stock, including 8,755 shares of Common Stock underlying currently exercisable warrants.
•Corsair Select individually owns 685,967 shares of Common Stock, including 206,934 shares of Common Stock underlying currently exercisable warrants.
•Select 100 individually owns 104,515 shares of Common Stock, including 31,565 shares of Common Stock underlying currently exercisable warrants.
•Corsair Investors individually owns 12,482 shares of Common Stock, including 3,777 shares of Common Stock underlying currently exercisable warrants.
•Select Master individually owns 94,586 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 1,118,672 shares of Common Stock.
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•Mr. Petschek, as a controlling person of Corsair Management, is deemed to individually beneficially own 1,118,672 shares of Common Stock.
•Mr. Major, as a controlling person of Corsair Management, is deemed to individually beneficially own 1,118,672 shares of Common Stock.
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(b)
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Percent of class: Collectively, the Reporting Persons beneficially own 1,118,672 shares of Common Stock, representing 6.9% 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 339,003.
Corsair Capital’s individual ownership of 193,003 shares of Common Stock, including 59,469 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 28,119 shares of Common Stock, including 8,755 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 685,967 shares of Common Stock, including 206,934 shares of Common Stock underlying currently exercisable warrants, represents 4.3% of all the outstanding shares of Common Stock.
Select 100’s individual ownership of 104,515 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 12,482 shares of Common Stock, including 3,777 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 94,586 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 1,118,672 shares of Common Stock represents 6.9% of all the outstanding shares of Common Stock.
The 1,118,672 shares of Common Stock deemed to be beneficially owned by Mr. Petschek represents 6.9% of all the outstanding shares of Common Stock.
The 1,118,672 shares of Common Stock deemed to be beneficially owned by Mr. Major represents 6.9% of all the outstanding shares of Common Stock.
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(c)
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Number of shares as to which the person has:
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||||
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(i)
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Sole power to vote or to direct the vote shares of Common Stock
Not Applicable
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(ii)
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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 193,003 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 28,119 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 685,967 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 104,515 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 12,482 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 94,586 shares of common Stock owned by Select Master.
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||||
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(iii)
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Sole power to dispose or to direct the disposition of shares of Common Stock
Not Applicable
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(iv)
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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 193,003 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 28,119 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 685,967 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 104,515 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 12,482 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 94,586 shares of common Stock owned by Select Master.
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Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
See Exhibit A and Exhibit B of the Schedule 13G filed by the Reporting Persons with the
Securities and Exchange Commission on November 9, 2022.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated February 14, 2023
CORSAIR CAPITAL PARTNERS, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Jay R. Petschek
Jay R. Petschek, Managing Member
CORSAIR CAPITAL PARTNERS 100, L.P.
By: Corsair Capital Advisors, L.L.C.,
General Partner
By: /s/ Jay R. Petschek
Jay R. Petschek, Managing Member
CORSAIR SELECT, L.P.
By: Corsair Select Advisors, L.L.C.,
General Partner
By: /s/ Jay R. Petschek
Jay R. Petschek, Managing Member
CORSAIR SELECT 100, L.P.
By: Corsair Select Advisors, L.L.C.,
General Partner
By: /s/ Jay R. Petschek
Jay R. Petschek, Managing Member
CORSAIR CAPITAL INVESTORS, LTD.
By: Corsair Capital Management, L.P.,
Attorney-in-Fact
By: Corsair Capital Management GP, L.L.C.,
General Partner
By: /s/ Jay R. Petschek
Jay R. Petschek, Managing Member
CORSAIR SELECT MASTER FUND, LTD.
By: Corsair Capital Management, L.P.,
Attorney-in-Fact
By: Corsair Capital Management GP, L.L.C.,
General Partner
By: /s/ Jay R. Petschek
Jay R. Petschek, Managing Member
CORSAIR CAPITAL MANAGEMENT, LP.
By: Corsair Capital Management GP, L.L.C.,
General Partner
By: /s/ Jay R. Petschek
Jay R. Petschek, Managing Member
/s/ Jay R. Petschek
Jay R. Petschek
/s/ Steven Major
Steven Major