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Filing Details

Accession Number:: 0001104659-24-060779
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-05-13 21:54:39
Reporting Period:: 2024-05-13

Accepted Time:: 2024-05-13 21:54:39
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1823144	Composecure Inc.	CMPO	Finance Services (6199)	852749902

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1885798	Michele Logan	C/O Composecure, Inc. 309 Pierce Street Somerset NJ 08873		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-05-13	2,968,065	$0.00	2,968,065	No	4	M	Indirect	See footnote
Class A Common Stock	Disposition	2024-05-13	2,968,065	$6.50	20,829	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	See footnote
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock	Disposition	2024-05-13	2,968,065	$0.00	2,968,065	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
18,596,214			No	4	M	Indirect

Footnotes

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.
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.
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.
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.