Michele Logan - May 13, 2024 Form 4 Insider Report for CompoSecure, Inc. (CMPO)

Signature
By: /s/ Michele D. Logan, by attorney-in-fact Steven J. Feder
Stock symbol
CMPO
Transactions as of
May 13, 2024
Transactions value $
-$19,292,423
Form type
4
Date filed
5/13/2024, 09:54 PM
Previous filing
May 19, 2023
Next filing
Jun 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CMPO Class A Common Stock Options Exercise $0 +2.97M $0.00 2.97M May 13, 2024 See footnote F1, F3
transaction CMPO Class A Common Stock Sale -$19.3M -2.97M -99.3% $6.50 20.8K May 13, 2024 Direct F2, F3

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
transaction CMPO Class B Common Stock Options Exercise -2.97M -13.76% 18.6M May 13, 2024 Class A Common Stock 2.97M See footnotes F1, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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"), Ephesians 3:16 Holdings LLC voluntarily exchanged 2,851,141 shares of Class B Common Units issued by CompoSecure Holdings, L.L.C. for 2,851,141 shares of Class A Common Stock and Carol D. Herslow Credit Shelter Trust B exchanged 116,924 shares of Class B Common Units issued by CompoSecure Holdings, L.L.C. for 116,924 shares of Class A Common Stock. The corresponding number of shares of Class B Common Stock were immediately cancelled upon exchange.
F2 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, Ephesians 3:16 Holdings LLC sold 2,851,141 shares of Class A Common Stock and Carol D. Herslow Credit Shelter Trust B sold 116,924 shares of Class A Common Stock at a purchase price of $6.50 per share.
F3 Represents shares held directly by Ms. Michele D. Logan, a member of our board of directors. Ephesians 3:16 Holdings LLC is a manager-managed LLC, and Ms. Logan serves as the sole manager, with the ability to exercise voting and dispositive power with respect to the shares held by Ephesians 3:16 Holdings LLC. Ms. Logan is a Co-Trustee of the Carol D. Herslow Credit Shelter Trust B, and, as a result, may be deemed to share voting and dispositive power with respect to the shares held by such trust. Ms. Logan expressly disclaims beneficial ownership of the shares held by Ephesians 3:16 Holdings LLC and the Carol D. Herslow Credit Shelter Trust B.
F4 Total amount includes 5,845,653 shares of Class B Common Stock, 732,578 shares of Class B Common Stock, and 12,017,983 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 Ephesians 3:16 Holdings LLC, the Carol D. Herslow Credit Shelter Trust B and Ms. Logan, respectively.