Sec Form 3 Filing - Logan Michele @ CompoSecure, Inc. - 2021-12-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Logan Michele
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)
(Last) (First) (Middle)
C/O COMPOSECURE, INC., 309 PIERCE STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/27/2021
(Street)
SOMERSET, NJ08873
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock, $0.0001 par value 14,180,147 D
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock, $0.0001 par value 6,534,630 I By Ephesians 3:16 Holdings LLC( 2 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock, $0.0001 par value 3,267,315 I By The MDL Family Trust( 2 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock, $0.0001 par value 3,267,315 I By The DML Family Trust( 2 )
Class B Common Stock, $0.0001 par value ( 1 ) ( 1 ) ( 1 ) Class A Common Stock, $0.0001 par value 849,502 I By Carol D. Herslow Credit Shelter Trust B( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Logan Michele
C/O COMPOSECURE, INC.
309 PIERCE STREET
SOMERSET, NJ08873
X X
Signatures
/s/ Michele Logan, by attorney-in-fact Steven J. Feder 12/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Consists of shares of Class B Common Stock (which are unregistered), and a corresponding number of Class B Common Units issued by CompoSecure Holdings, L.L.C. (a subsidiary of the Issuer) (which are also unregistered) that 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 the Reporting Persons.
( 2 )Ephesians 3:16 Holdings LLC ("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 (the "MDL Trust") and The DML Family Trust (the "DML 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.
( 3 )Ms. Logan is a Co-Trustee of the Carol D. Herslow Credit Shelter Trust B ("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.

Remarks:
Exhibit 24.1 - Power of Attorney

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