0001104659-21-154328.txt : 20211229 0001104659-21-154328.hdr.sgml : 20211229 20211229171523 ACCESSION NUMBER: 0001104659-21-154328 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211227 FILED AS OF DATE: 20211229 DATE AS OF CHANGE: 20211229 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Logan Michele CENTRAL INDEX KEY: 0001885798 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39687 FILM NUMBER: 211529721 MAIL ADDRESS: STREET 1: C/O COMPOSECURE, INC. STREET 2: 309 PIERCE STREET CITY: SOMERSET STATE: NJ ZIP: 08873 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CompoSecure, Inc. CENTRAL INDEX KEY: 0001823144 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 852749902 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 309 PIERCE STREET CITY: SOMERSET STATE: NJ ZIP: 08873 BUSINESS PHONE: 908-518-0500EXT.1390 MAIL ADDRESS: STREET 1: 309 PIERCE STREET CITY: SOMERSET STATE: NJ ZIP: 08873 FORMER COMPANY: FORMER CONFORMED NAME: Roman DBDR Tech Acquisition Corp. DATE OF NAME CHANGE: 20200901 3 1 tm2136343-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-12-27 0 0001823144 CompoSecure, Inc. CMPO 0001885798 Logan Michele C/O COMPOSECURE, INC. 309 PIERCE STREET SOMERSET NJ 08873 1 0 1 0 Class B Common Stock, $0.0001 par value Class A Common Stock, $0.0001 par value 14180147 D Class B Common Stock, $0.0001 par value Class A Common Stock, $0.0001 par value 6534630 I By Ephesians 3:16 Holdings LLC Class B Common Stock, $0.0001 par value Class A Common Stock, $0.0001 par value 3267315 I By The MDL Family Trust Class B Common Stock, $0.0001 par value Class A Common Stock, $0.0001 par value 3267315 I By The DML Family Trust Class B Common Stock, $0.0001 par value Class A Common Stock, $0.0001 par value 849502 I By Carol D. Herslow Credit Shelter Trust B Consists of shares of Class B Common Stock (which are unregistered), and a corresponding number of Class B Common Units issued by CompoSecure Holdings, L.L.C. (a subsidiary of the Issuer) (which are also unregistered) that 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 the Reporting Persons. Ephesians 3:16 Holdings LLC ("Ephesians Holdings") is a manager-managed LLC, and Michele D. Logan serves as the manager, with the ability to exercise voting and dispositive power with respect to the securities held by Ephesians Holdings. The MDL Family Trust (the "MDL Trust") and The DML Family Trust (the "DML Trust") are the sole members of Ephesians Holdings, each owning half of the total membership interests therein, and Ms. Logan serves as the Investment Adviser of each of the MDL Trust and the DML Trust. Tiedemann Trust Company acts as Administrative Trustee of each of the MDL Trust and the DML Trust. As a result, Ms. Logan, Ephesians Holdings and the MDL Trust and the DML Trust (to the extent of their respective membership interests therein) possess shared voting and dipositive power over the securities held by Ephesians Holdings. Ms. Logan is a Co-Trustee of the Carol D. Herslow Credit Shelter Trust B ("Credit Shelter Trust"), and, as a result, may be deemed to share voting and dispositive power over the securities held by the Credit Shelter Trust. Exhibit 24.1 - Power of Attorney /s/ Michele Logan, by attorney-in-fact Steven J. Feder 2021-12-29 EX-24.1 2 tm2136343d1_ex24-1.htm EXHIBIT 24-1

Exhibit 24.1

 

LIMITED POWER OF ATTORNEY 

FOR SECTION 16(a) REPORTING

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Steven J. Feder, Esq., General Counsel, and Timothy Fitsimmons, Chief Financial Officer, of CompoSecure, Inc. (the “Company”), and each of them, as the undersigned’s true and lawful attorney-in-fact (the “Attorney-in Fact”), with full power of substitution and resubstitution, with the power to act alone for the undersigned and in the undersigned’s name, place and stead, in any and all capacities to:

 

1.            prepare, execute and submit to the Securities and Exchange Commission (“SEC”), any national securities exchange and the Company any and all reports (including any amendment thereto) of the undersigned required or considered advisable under Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), and the rules and regulations thereunder, with respect to the equity securities of the Company, including Form 3 (Initial Statement of Beneficial Ownership of Securities), Form 4 (Statement of Changes in Beneficial Ownership), and Form 5 (Annual Statement of Changes in Beneficial Ownership); and

 

2.            seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the Company’s equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact.

 

The undersigned acknowledges that:

 

1.            this Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his discretion on information provided to such Attorney-in-Fact without independent verification of such information;

 

2.            any documents prepared and/or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his discretion, deems necessary or desirable;

 

3.            neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned’s responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and

 

4.            this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under Section 16 of the Exchange Act, including, without, limitation, the reporting requirements under Section 16(a) of the Exchange Act.

 

The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact.

 

This Limited Power of Attorney shall be governed by and construed in accordance the laws of the State of Delaware without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of December 27, 2021.

 

Signature:/s/ Michele Logan
 Print Name:Michele Logan