Filing Details
- Accession Number:
- 0001104659-24-100756
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-09-17 19:37:57
- Reporting Period:
- 2024-09-17
- Accepted Time:
- 2024-09-17 19:37:57
- 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
| 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 | 12,017,983 | $0.00 | 12,061,303 | No | 4 | C | Direct | |
| Class A Common Stock, $0.0001 Par Value | Disposition | 2024-09-17 | 10,017,983 | $7.55 | 2,043,320 | No | 4 | S | Direct | |
| Class A Common Stock, $0.0001 Par Value | Acquisiton | 2024-09-17 | 5,845,653 | $0.00 | 5,845,653 | No | 4 | C | Indirect | By Ephesians 3:16 Holdings LLC |
| Class A Common Stock, $0.0001 Par Value | Disposition | 2024-09-17 | 5,845,653 | $7.55 | 0 | No | 4 | S | Indirect | See footnote |
| Class A Common Stock, $0.0001 Par Value | Acquisiton | 2024-09-17 | 732,578 | $0.00 | 732,578 | No | 4 | C | Indirect | By Carol D. Herslow Credit Shelter Trust B |
| Class A Common Stock, $0.0001 Par Value | Disposition | 2024-09-17 | 732,578 | $7.55 | 0 | No | 4 | S | Indirect | See footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Indirect | By Ephesians 3:16 Holdings LLC |
| No | 4 | S | Indirect | See footnote |
| No | 4 | C | Indirect | By Carol D. Herslow Credit Shelter Trust B |
| No | 4 | S | Indirect | See footnote |
Reported Derivative Transactions
| 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 | 12,017,983 | $0.00 | 12,017,983 | $0.00 |
| Class A Common Stock, $0.0001 Par Value | Class B Common Stock, $0.0001 par value | Disposition | 2024-09-17 | 5,845,653 | $0.00 | 5,845,653 | $0.00 |
| Class A Common Stock, $0.0001 Par Value | Class B Common Stock, $0.0001 par value | Disposition | 2024-09-17 | 732,578 | $0.00 | 732,578 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | No | 4 | C | Direct | ||
| 0 | No | 4 | C | Indirect | ||
| 0 | No | 4 | C | Indirect |
Footnotes
- Pursuant to that certain Stock Purchase Agreement, dated August 7, 2024 (the "Purchase Agreement"), by and between the Reporting Person, Ephesians 3:16 Holdings LLC ("Ephesians Holdings"), Carol D. Herslow Credit Shelter Trust B ("Credit Shelter Trust") and Tungsten 2024 LLC, a Delaware limited liability company ("Tungsten"), whereby Tungsten has agreed to purchase 10,017,983 shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock") from the Reporting Person, 5,845,653 shares of Class A Common Stock from Ephesians Holdings, and 732,578 shares of Class A Common Stock from Credit Shelter Trust (together the "Purchased Shares").
- In connection with the purchase of the Purchased Shares, each of the Reporting Person, Ephesians Holdings, and Credit Shelter Trust agreed to convert all shares held 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.
- Includes 22,491 restricted stock units that vested in full upon the closing of the transactions as contemplated by the Purchase Agreement and that settled into Class A Common Stock upon vesting.
- Ephesians Holdings is a manager-managed LLC, and Michele D. Logan serves as the manager, with the ability to exercise voting and dispositive power with respect to the securities held by Ephesians Holdings. The MDL Family Trust and The DML Family Trust are the sole members of Ephesians Holdings, each owning half of the total membership interests therein, and Ms. Logan serves as the Investment Adviser of each of the MDL Trust and the DML Trust. Tiedemann Trust Company acts as Administrative Trustee of each of the MDL Trust and the DML Trust. As a result, Ms. Logan, Ephesians Holdings and the MDL Trust and the DML Trust (to the extent of their respective membership interests therein) possess shared voting and dipositive power over the securities held by Ephesians Holdings. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- Ms. Logan is a Co-Trustee of the Credit Shelter Trust, and, as a result, may be deemed to share voting and dispositive power over the securities held by the Credit Shelter Trust.
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