SEC Filing | CompoSecure, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Logan Michele

(Last)

(First)

(Middle)

C/O COMPOSECURE, INC.

309 PIERCE STREET

(Street)

SOMERSET

08873

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [ CMPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/13/2024		M⁽¹⁾		2,968,065	A	$0.00	2,968,065	I	See footnote⁽³⁾
Class A Common Stock	05/13/2024		S		2,968,065⁽²⁾	D	$6.5	20,829⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	05/13/2024		M			2,968,065	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,968,065	⁽⁴⁾	18,596,214⁽⁴⁾	I	See footnotes⁽³⁾⁽⁴⁾

Explanation of Responses:

1. On May 13, 2024, in accordance with the provisions of that certain Exchange Agreement, dated as of December 27, 2021, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C., and the other parties thereto (the "Exchange Agreement"), Ephesians 3:16 Holdings LLC voluntarily exchanged 2,851,141 shares of Class B Common Units issued by CompoSecure Holdings, L.L.C. for 2,851,141 shares of Class A Common Stock and Carol D. Herslow Credit Shelter Trust B exchanged 116,924 shares of Class B Common Units issued by CompoSecure Holdings, L.L.C. for 116,924 shares of Class A Common Stock. The corresponding number of shares of Class B Common Stock were immediately cancelled upon exchange.

2. As described in the prospectus supplement, dated May 8, 2024, filed by the Company on May 9, 2024, in connection with an underwritten registered secondary public offering (the "Offering") and sale of Class A Common Stock of CompoSecure, Inc. by certain of its selling stockholders, Ephesians 3:16 Holdings LLC sold 2,851,141 shares of Class A Common Stock and Carol D. Herslow Credit Shelter Trust B sold 116,924 shares of Class A Common Stock at a purchase price of $6.50 per share.

3. Represents shares held directly by Ms. Michele D. Logan, a member of our board of directors. Ephesians 3:16 Holdings LLC is a manager-managed LLC, and Ms. Logan serves as the sole manager, with the ability to exercise voting and dispositive power with respect to the shares held by Ephesians 3:16 Holdings LLC. Ms. Logan is a Co-Trustee of the Carol D. Herslow Credit Shelter Trust B, and, as a result, may be deemed to share voting and dispositive power with respect to the shares held by such trust. Ms. Logan expressly disclaims beneficial ownership of the shares held by Ephesians 3:16 Holdings LLC and the Carol D. Herslow Credit Shelter Trust B.

4. Total amount includes 5,845,653 shares of Class B Common Stock, 732,578 shares of Class B Common Stock, and 12,017,983 shares of Class B Common Stock and a corresponding number of Class B Common Units issued by Holdings that are exchangeable for Class A Common Stock on a share-for-share basis, subject to adjustment, pursuant to the Exchange Agreement, held by Ephesians 3:16 Holdings LLC, the Carol D. Herslow Credit Shelter Trust B and Ms. Logan, respectively.

	By: /s/ Michele D. Logan, by attorney-in-fact Steven J. Feder	05/13/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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