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Filing Details

Accession Number:: 0001104659-24-100755
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-09-17 19:37:00
Reporting Period:: 2024-09-17

Accepted Time:: 2024-09-17 19:37:00
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
1885796	Jonathan Wilk	C/O Composecure, Inc. 309 Pierce Street Somerset NJ 08873	President And Ceo	Yes	Yes	No	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, $0.0001 Par Value	Acquisiton	2024-09-17	1,236,027	$0.00	1,236,027	No	4	C	Indirect	By CompoSecure Employee LLC
Class A Common Stock, $0.0001 Par Value	Disposition	2024-09-17	618,014	$7.55	618,013	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By CompoSecure Employee LLC
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, $0.0001 Par Value	Class B Common Stock, $0.0001 par value	Disposition	2024-09-17	1,236,027	$0.00	1,236,027	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock, $0.0001 Par Value	3,760,512	Direct

Footnotes

Pursuant to that certain Stock Purchase Agreement, dated August 7, 2024, by and between the Reporting Person and Tungsten 2024 LLC, a Delaware limited liability company ("Tungsten"), whereby Tungsten has agreed to purchase 618,014 shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock") from the Reporting Person (the "Purchased Shares"). In connection with the purchase of the Purchased Shares, the Reporting Person agreed to convert an aggregate of 1,236,027 shares of unregistered Class B Common Stock, par value $0.0001 ("Class B Common Stock") and a corresponding number of unregistered Class B Common Units issued by CompoSecure Holdings, L.L.C. (a subsidiary of the Issuer) that were exchangeable for Class A Common Stock on a share-for-share basis, for no additional consideration, subject to adjustment, and a corresponding cancellation of the Class B Common Stock.
The unregistered Class B Common Stock and corresponding number of unregistered Class B Common Units were issued by CompoSecure Holdings, L.L.C (a subsidiary of the Issuer) and are exchangeable for Class A Common Stock on a share-for-share basis, subject to adjustment, and a corresponding cancellation of the Class B Common Stock held by such Reporting Person.
The reported securities are held directly by CompoSecure Employee LLC, and the Reporting Person (the sole member of CompoSecure Employee LLC) may be deemed to have sole power to vote or dispose of these securities. The Reporting Person may be deemed the beneficial owner of the shares of Class A Common Stock held by CompoSecure Employee LLC because he is its sole member. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
Includes (A) 691,249 restricted stock units ("RSUs"), which will vest on January 1, 2025, (B) 691,250 RSUs, which will vest on January 1, 2026, and (C) 235,753 RSUs, which will vest on January 1, 2027. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes.
Includes 449,380 performance-vesting RSUs granted on March 16, 2022, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the governing award agreement, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into Class A Common Stock upon vesting.
Includes 523,903 performance-vesting RSUs granted on March 9, 2023, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the governing award agreement, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into Class A Common Stock upon vesting.
Includes 707,258 performance-vesting RSUs granted on March 15, 2024, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the governing award agreement, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into Class A Common Stock upon vesting.