Adam Lowe - Dec 27, 2021 Form 3 Insider Report for CompoSecure, Inc. (CMPO)

Role: Chief Innovation Officer
Signature: /s/ Adam Lowe, by attorney-in-fact Steven J. Feder
Stock symbol: CMPO
Transactions as of: Dec 27, 2021
Transactions value $: $0
Form type: 3
Date filed: 12/29/2021, 04:21 PM
Next filing: Mar 18, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CMPO	Stock Option (Right to Buy)							Dec 27, 2021	Class A Common Stock, par value $0.0001	228K	$0.01	Direct	F1, F2
holding	CMPO	Stock Option (Right to Buy)							Dec 27, 2021	Class A Common Stock, par value $0.0001	339K	$4.31	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The stock option vests 25% on the first anniversary of the grant date, and the remaining portion vests in increments of 2.08% beginning on the date that was one month after the grant date and on such date every month thereafter, through the fourth anniversary of the grant date.
F2	The exercise price of the stock option shall be equal to the quotient of (a) the exercise price per Class C Unit of each such stock option immediately prior to the Merger divided by (b) the Equity Award Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent, all as set forth and defined in that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 19, 2021, by and among Roman DBDR Tech Acquisition Corp., a Delaware corporation ("Roman DBDR"), CompoSecure Holdings, L.L.C., a Delaware limited liability company, Roman Parent Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Roman DBDR and LLR Equity Partners IV, L.P., a Delaware limited partnership, as subsequently amended by that certain First Amendment to the Merger Agreement, dated as of May 25, 2021.

Content

The stock option vests 25% on the first anniversary of the grant date, and the remaining portion vests in increments of 2.08% beginning on the date that was one month after the grant date and on such date every month thereafter, through the fourth anniversary of the grant date.

The exercise price of the stock option shall be equal to the quotient of (a) the exercise price per Class C Unit of each such stock option immediately prior to the Merger divided by (b) the Equity Award Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent, all as set forth and defined in that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 19, 2021, by and among Roman DBDR Tech Acquisition Corp., a Delaware corporation ("Roman DBDR"), CompoSecure Holdings, L.L.C., a Delaware limited liability company, Roman Parent Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Roman DBDR and LLR Equity Partners IV, L.P., a Delaware limited partnership, as subsequently amended by that certain First Amendment to the Merger Agreement, dated as of May 25, 2021.

Remarks:

Exhibit 24 - Power of Attorney