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