Sec Form 4 Filing - Wilk Jonathan @ CompoSecure, Inc. - 2024-09-17

Insider filing report for Changes in Beneficial Ownership
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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
Wilk Jonathan
2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [ CMPO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O COMPOSECURE, INC., 309 PIERCE STREET
3. Date of Earliest Transaction (MM/DD/YY)
09/17/2024
(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
Class A Common Stock, $0.0001 par value 09/17/2024 C 1,236,027 ( 1 ) ( 2 ) A 1,236,027 I By CompoSecure Employee LLC ( 3 )
Class A Common Stock, $0.0001 par value 09/17/2024 S 618,014 D $ 7.55 618,013 I See footnote ( 3 )
Class A Common Stock, $0.0001 par value 3,760,512 ( 4 ) ( 5 ) ( 6 ) ( 7 ) 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, $0.0001 par value ( 2 ) 09/17/2024 C 1,236,027 ( 2 ) ( 2 ) Class A Common Stock, $0.0001 par value 1,236,027 $ 0 0 I By CompoSecure Employee LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wilk Jonathan
C/O COMPOSECURE, INC.
309 PIERCE STREET
SOMERSET, NJ08873
X President and CEO
Signatures
/s/ Jonathan Wilk, by attorney-in-fact Timothy Fitzsimmons 09/17/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )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.
( 7 )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.

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