Robert L. Reffkin - 23 Aug 2024 Form 4 Insider Report for Compass, Inc. (COMP)

Role
Chairman and CEO, Director
Signature
/s/ Bradley K. Serwin, as attorney-in-fact
Issuer symbol
COMP
Transactions as of
23 Aug 2024
Net transactions value
-$4,329,483
Form type
4
Filing time
27 Aug 2024, 21:00:56 UTC
Previous filing
21 Aug 2024
Next filing
11 Sep 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction COMP Class A Common Stock Sale $4,000,503 -814,302 -100% $4.91 0 23 Aug 2024 Direct F1, F2
transaction COMP Class A Common Stock Award $0 +1,000,000 $0.000000 1,000,000 26 Aug 2024 Direct F3, F4
transaction COMP Class A Common Stock Sale $328,980 -55,698 -5.6% $5.91 944,302 26 Aug 2024 Direct F1, F5
holding COMP Class A Common Stock 7,828,116 23 Aug 2024 See Footnotes F6

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 Class C Common Stock Disposed to Issuer $0 -1,000,000 -7.3% $0.000000 12,633,787 26 Aug 2024 Class A Common Stock 1,000,000 Direct F3, F4
holding COMP Class C Common Stock 4,125,000 23 Aug 2024 Class A Common Stock 4,125,000 See footnote F4, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Automatic sales by the Reporting Person pursuant to a Rule 10b5-1 plan adopted on May 10, 2024.
F2 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.90 to $4.96 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3 Represents the conversion by the Reporting Person of Class C Common Stock for Class A Common Stock.
F4 Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time.
F5 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.90 to $5.915 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F6 Represents (i) 4,148,000 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.
F7 Shares owned by Reffkin Investment I Corp. The Robert Lee Reffkin Revocable Trust is the sole and controlling shareholder of Reffkin Investment I Corp.