Sec Form 4 Filing - LLR EQUITY PARTNERS IV, L.P. @ CompoSecure, Inc. - 2024-05-13

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FORM 4
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
LLR EQUITY PARTNERS IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [ CMPO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ 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)
05/13/2024
(Street)
SOMERSET, NJ08873
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 05/13/2024 M( 1 ) 4,752,150 A $ 0 4,752,150 D
Class A Common Stock 05/13/2024 S 4,752,150 ( 2 ) D $ 6.5 0 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 (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 ( 1 ) 05/13/2024 M 4,752,150 ( 3 ) ( 3 ) Class A Common Stock 4,572,150 ( 3 ) 29,774,258 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LLR EQUITY PARTNERS IV, L.P.
C/O COMPOSECURE, INC.
309 PIERCE STREET
SOMERSET, NJ08873
X
LLR EQUITY PARTNERS PARALLEL IV, L.P.
309 PIERCE STREET
SOMERSET, NJ08873
X
LLR Capital IV, L.P.
309 PIERCE STREET
SOMERSET, NJ08873
X
LLR Capital IV, LLC
C/O COMPOSECURE, INC.
309 PIERCE STREET
SOMERSET, NJ08873
X
Signatures
By: /s/ Mitchell Hollin Name: Mitchell Hollin, as member of LLR Capital IV, LLC (the general partner of LLR Capital Partner IV, L.P. (the general partner of LLR Equity Partners IV, L.P.)) 05/13/2024
Signature of Reporting Person Date
By:/s/ Mitchell Hollin Name: Mitchell Hollin, as member of LLR Capital IV, LLC (the general partner of LLR Capital Partner IV, L.P. (the general partner of LLR Equity Capital Partners Parallel IV, L.P.)) 05/13/2024
Signature of Reporting Person Date
By:/s/ Mitchell Hollin Name: Mitchell Hollin, as member of LLR Capital IV, LLC (the general partner of LLR Capital Partner IV, L.P.) 05/13/2024
Signature of Reporting Person Date
By:/s/ Mitchell Hollin Name: Mitchell Hollin, as member of LLR Capital IV, LLC 05/13/2024
Signature of Reporting Person Date
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"), LLR Equity Partners IV, L.P. voluntarily exchanged 4,551,913 shares of Class B Common Units issued by CompoSecure Holdings, L.L.C. for 4,551,913 shares of Class A Common Stock and LLR Equity Partners Parallel IV, L.P. exchanged 200,237 shares of Class B Common Units issued by CompoSecure Holdings, L.L.C. for 200,237 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, LLR Equity Partners IV, L.P. sold 4,551,913 shares of Class A Common Stock and LLR Equity Partners Parallel IV, L.P. sold 200,237 shares of Class A Common Stock at a purchase price of $6.50 per share.
( 3 )Total amount includes 28,519,690 shares of Class B Common Stock and 1,254,568 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 LLR Equity Partners IV, L.P. and LLR Equity Partners Parallel IV, L.P., respectively. Total amount does not include 20,829 shares of Class A Common Stock owned by Mitchell Hollin, a member of LLR Capital IV, LLC, the General Partner of LLR Capital IV, L.P., the General Partner of LLR Equity Partners IV, L.P. and LLR Equity Partners Parallel IV, L.P. and LLR Equity Partners IV, L.P.'s and LLR Equity Partners Parallel IV, L.P.'s designee to the Company's board of directors. Mr. Hollins disclaims beneficial ownership of the shares held by LLR Equity Partners IV, L.P. and LLR Equity Partners Parallel IV, L.P.

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