Robert L. Reffkin - Dec 27, 2023 Form 4 Insider Report for Compass, Inc. (COMP)

Role: Chairman and CEO, Director
Signature: /s/ Bradley K. Serwin, as attorney-in-fact
Stock symbol: COMP
Transactions as of: Dec 27, 2023
Transactions value $: -$338,398
Form type: 4
Date filed: 1/3/2024, 09:06 PM
Previous filing: Dec 8, 2023
Next filing: Aug 14, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	COMP	Class A Common Stock	Options Exercise	$0	+179K	+42.6%	$0.00	601K	Jan 3, 2024	Direct	F1
transaction	COMP	Class A Common Stock	Tax liability	-$338K	-102K	-16.97%	$3.32	499K	Jan 3, 2024	Direct	F2
transaction	COMP	Class A Common Stock	Disposed to Issuer	$0	-77.5K	-15.54%	$0.00	421K	Jan 3, 2024	Direct	F3
holding	COMP	Class A Common Stock						8.33M	Dec 27, 2023	See Footnotes	F4

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	COMP	Restricted Stock Unit (RSU)	Disposed to Issuer		-8.61M	-100%		0	Dec 27, 2023	Class A Common Stock	8.61M		Direct	F1, F5, F6
transaction	COMP	Restricted Stock Unit (RSU)	Disposed to Issuer		-8.61M	-100%		0	Dec 27, 2023	Class A Common Stock	8.61M		Direct	F1, F5, F6
transaction	COMP	Restricted Stock Unit (RSU)	Award		+3.26M			3.26M	Jan 1, 2024	Class A Common Stock	3.26M		Direct	F1, F6, F7
transaction	COMP	Restricted Stock Unit (RSU)	Options Exercise	$0	-179K	-100%	$0.00^*	0	Jan 3, 2024	Class A Common Stock	179K		Direct	F1, F8
transaction	COMP	Class C Common Stock	Award	$0	+77.5K	+0.51%	$0.00	15.2M	Jan 3, 2024	Class A Common Stock	77.5K		Direct	F3, F9
holding	COMP	Class C Common Stock						4.13M	Dec 27, 2023	Class A Common Stock	4.13M		See footnote	F9, F10

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

Explanation of Responses:

Id	Content
F1	Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.
F2	Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of RSUs.
F3	Represents the conversion by the Reporting Person of Class A Common Stock for Class C Common Stock elected by the Reporting Person pursuant to an Equity Exchange Right Agreement with the Issuer.
F4	Represents (i) 4,648,000 shares of Class A Common Stock owned by the 2021 Reffkin Remainder Interest Trust, (ii) 3,190,870 shares of Class A Common Stock owned by the Reffkin Investment II Corp, (iii) 411,111 shares of Class A Common Stock owned by The Ruth Reffkin Family Trust and (iv) 78,135 shares of Class A Common Stock owned by the Reffkin 2022 Family Trust.
F5	The RSUs vest only upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions subject to the Reporting Person's provision of service to the Issuer through each vesting date. The service-based vesting condition requires the Reporting Person to provide service through January 1, 2024 and the performance-based vesting conditions provides that 12.5% of securities will vest subject to the achievement of a market price per share of $23.14 per share of the Issuers Class A Common Stock following the effectiveness of the Issuer's initial public offering (the "IPO") or 150% of the price of $15.43, or the "reference price." An additional 12.5% of the RSUs will vest upon the achievement of a market price per share of the Issuer's Class A Common Stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price.
F6	The Reporting Person and the Issuer mutually agreed to cancel the Reporting Person's performance-based Restricted Stock Units for a total of 17,223,620 shares reported as being disposed in this Form 4 at the time the Issuer approved the matters described in the Issuer's report on Form 8-K filed on December 27, 2023.
F7	The RSUs vest as to 25% of the total shares on each of January 1, 2025, January 1, 2026, January 1, 2027 and January 1, 2028, subject to the reporting person's provision of service to the Issuer on each vesting date.
F8	The RSUs vest as to 1/48th of the total shares on the 25th of each month following January 1, 2020, subject to continued service through each vesting date.
F9	Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time.
F10	Shares owned by Reffkin Investment I Corp. The Robert Lee Reffkin Revocable Trust is the sole and controlling shareholder of Reffkin Investment I Corp.