4//SEC Filing
Wilk Jonathan 4
Accession 0001104659-24-100755
CIK 0001823144other
Filed
Sep 16, 8:00 PM ET
Accepted
Sep 17, 7:37 PM ET
Size
13.3 KB
Accession
0001104659-24-100755
Insider Transaction Report
Form 4
Wilk Jonathan
DirectorPresident and CEO
Transactions
- Sale
Class A Common Stock, $0.0001 par value
2024-09-17$7.55/sh−618,014$4,666,006→ 618,013 total(indirect: See footnote) - Conversion
Class A Common Stock, $0.0001 par value
2024-09-17+1,236,027→ 1,236,027 total(indirect: By LLC) - Conversion
Class B Common Stock, $0.0001 par value
2024-09-17−1,236,027→ 0 total(indirect: By LLC)→ Class A Common Stock, $0.0001 par value (1,236,027 underlying)
Holdings
- 3,760,512
Class A Common Stock, $0.0001 par value
Footnotes (7)
- [F1]Pursuant to that certain Stock Purchase Agreement, dated August 7, 2024, by and between the Reporting Person and Tungsten 2024 LLC, a Delaware limited liability company ("Tungsten"), whereby Tungsten has agreed to purchase 618,014 shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock") from the Reporting Person (the "Purchased Shares"). In connection with the purchase of the Purchased Shares, the Reporting Person agreed to convert an aggregate of 1,236,027 shares of unregistered Class B Common Stock, par value $0.0001 ("Class B Common Stock") and a corresponding number of unregistered Class B Common Units issued by CompoSecure Holdings, L.L.C. (a subsidiary of the Issuer) that were exchangeable for Class A Common Stock on a share-for-share basis, for no additional consideration, subject to adjustment, and a corresponding cancellation of the Class B Common Stock.
- [F2]The unregistered Class B Common Stock and corresponding number of unregistered Class B Common Units were issued by CompoSecure Holdings, L.L.C (a subsidiary of the Issuer) and 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 such Reporting Person.
- [F3]The reported securities are held directly by CompoSecure Employee LLC, and the Reporting Person (the sole member of CompoSecure Employee LLC) may be deemed to have sole power to vote or dispose of these securities. The Reporting Person may be deemed the beneficial owner of the shares of Class A Common Stock held by CompoSecure Employee LLC because he is its sole member. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
- [F4]Includes (A) 691,249 restricted stock units ("RSUs"), which will vest on January 1, 2025, (B) 691,250 RSUs, which will vest on January 1, 2026, and (C) 235,753 RSUs, which will vest on January 1, 2027. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes.
- [F5]Includes 449,380 performance-vesting RSUs granted on March 16, 2022, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the governing award agreement, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into Class A Common Stock upon vesting.
- [F6]Includes 523,903 performance-vesting RSUs granted on March 9, 2023, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the governing award agreement, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into Class A Common Stock upon vesting.
- [F7]Includes 707,258 performance-vesting RSUs granted on March 15, 2024, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the governing award agreement, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into Class A Common Stock upon vesting.
Documents
Issuer
CompoSecure, Inc.
CIK 0001823144
Entity typeother
Related Parties
1- filerCIK 0001885796
Filing Metadata
- Form type
- 4
- Filed
- Sep 16, 8:00 PM ET
- Accepted
- Sep 17, 7:37 PM ET
- Size
- 13.3 KB