SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Browers Blaine

(Last)

(First)

(Middle)

C/O CADRE HOLDINGS, INC.

13386 INTERNATIONAL PKWY

(Street)

JACKSONVILLE

32218

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cadre Holdings, Inc. [ CDRE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share ("Common Stock")	03/18/2024		M		55,333	A	⁽¹⁾	129,650	D
Common Stock	03/18/2024		F		21,774⁽²⁾	D	$34.66	107,876	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	03/18/2024		M			55,333	⁽¹⁾	⁽¹⁾	Common Stock	55,333	$0	0	D
Restricted Stock Units	⁽³⁾	03/18/2024		A		9,846		⁽³⁾	⁽³⁾	Common Stock	9,846	$0	9,846	D
Stock Option (right to purchase)	$34.66	03/18/2024		A		31,023		⁽⁴⁾	03/18/2034	Common Stock	31,023	$0	31,023	D

Explanation of Responses:

1. On March 9, 2022, the Reporting Person was granted a phantom stock award under the Safariland Group Amended and Restated 2021 Phantom Restricted Share Plan consisting of 166,000 shares of phantom stock. Each share of phantom stock is the economic equivalent of one share of Cadre Holdings, Inc. (the "Issuer") Common Stock. 55,334 shares of phantom stock vested and became non-forfeitable on March 18, 2022, and 55,333 shares of phantom stock vested and became non-forfeitable on each of March 18, 2023 and March 18, 2024, respectively.

2. Represents the number of shares of Common Stock withheld by the Issuer to satisfy the tax withholding obligations incurred by Mr. Browers as a result of the vesting on March 18, 2024 of a portion of the phantom stock award.

3. Comprised of a restricted stock units award granted under the Issuer's 2021 Stock Incentive Plan (the "Plan") consisting of 9,846 shares of the Issuer's Common Stock. 3,282 shares of the Issuer's Common Stock will vest and become non-forfeitable on each of March 18, 2025, March 18, 2026 and March 13, 2027, respectively.

4. The option to purchase shares of the Issuer's Common Stock was granted under the Plan. Options to purchase 10,341 shares of the Issuer's Common Stock will vest and become exercisable on each of March 18, 2025, March 18, 2026 and March 18, 2027, respectively.

	/s/ Blaine Browers	03/20/2024
	** Signature of Reporting Person	Date
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