CompoSecure Inc.

01/03/2025 | Press release | Distributed by Public on 01/03/2025 18:21

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Wilk Jonathan
2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [CMPO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O COMPOSECURE, INC., 309 PIERCE STREET
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2025
(Street)
SOMERSET, NJ 08873
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 01/01/2025 F 142,712(1) D $15.33 3,502,959 D
Class A Common Stock 01/01/2025 F 88,365(2) D $15.33 3,414,594 D
Class A Common Stock 01/01/2025 F 119,292(3) D $15.33 3,295,302(4)(5)(6)(7) D
Class A Common Stock 688,201(8) I By CompoSecure Employee LLC
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wilk Jonathan
C/O COMPOSECURE, INC.
309 PIERCE STREET
SOMERSET, NJ 08873
X President and CEO

Signatures

/s/ Jonathan Wilk, by attorney-in-fact Steven J. Feder 01/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 280,863 restricted stock units ("RSUs") that vested on January 1, 2025. These RSUs were originally granted on March 16, 2022 in the aggregate amount of 1,123,451 RSUs, for which the remaining 280,862 RSUs (the "2022 Unvested Time-Vesting RSUs") will continue to vest on January 1, 2026, subject to the reporting person's continued service as of the vesting date.
(2) Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 174,634 RSUs that vested on January 1, 2025. These RSUs were originally granted on March 9, 2023 in the aggregate amount of 523,903 RSUs, for which the remaining 174,635 RSUs (the "2023 Unvested Time-Vesting RSUs") will continue to vest on January 1, 2026, subject to the reporting person's continued service as of the vesting date.
(3) Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 235,753 RSUs that vested on January 1, 2025. These RSUs were originally granted on March 15, 2024 in the aggregate amount of 707,258 RSUs, for which the remaining 471,505 RSUs (the "2024 Unvested Time-Vesting RSUs") will continue to vest ratably on each of, January 1, 2026 and January 1, 2027, respectively, subject to the reporting person's continued service as of the applicable vesting date.
(4) Includes (A) 912,449 shares of Class A Common Stock owned directly by the reporting person, (B) 280,862 shares of Class A Common Stock underlying the 2022 Unvested Time-Vesting RSUs, (C) 174,635 shares of Class A Common Stock underlying the 2023 Unvested Time-Vesting RSUs, and (D) 471,505 shares of Class A Common Stock underlying the 2024 Unvested Time-Vesting RSU.
(5) Includes 224,690 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.
(6) 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.
(7) 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.
(8) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.