0001104659-24-060779.txt : 20240513
0001104659-24-060779.hdr.sgml : 20240513
20240513215439
ACCESSION NUMBER: 0001104659-24-060779
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240513
FILED AS OF DATE: 20240513
DATE AS OF CHANGE: 20240513
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Logan Michele
CENTRAL INDEX KEY: 0001885798
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39687
FILM NUMBER: 24941232
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]
ORGANIZATION NAME: 09 Crypto Assets
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
4
1
tm249311-8_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-05-13
0
0001823144
CompoSecure, Inc.
CMPO
0001885798
Logan Michele
C/O COMPOSECURE, INC.
309 PIERCE STREET
SOMERSET
NJ
08873
1
0
1
0
0
Class A Common Stock
2024-05-13
4
M
0
2968065
0.00
A
2968065
I
See footnote
Class A Common Stock
2024-05-13
4
S
0
2968065
6.50
D
20829
D
Class B Common Stock
2024-05-13
4
M
0
2968065
D
Class A Common Stock
2968065
18596214
I
See footnotes
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.
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.
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.
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.
By: /s/ Michele D. Logan, by attorney-in-fact Steven J. Feder
2024-05-13