CompoSecure Inc.

01/03/2025 | Press release | Distributed by Public on 01/03/2025 18:24

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 *
Maes Gregoire
2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [CMPO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(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 31,795(1) D $15.33 732,720 D
Class A Common Stock 01/01/2025 F 21,795(2) D $15.33 710,925 D
Class A Common Stock 01/01/2025 F 26,740(3) D $15.33 684,185(4) D
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
Maes Gregoire
C/O COMPOSECURE, INC.
309 PIERCE STREET
SOMERSET, NJ 08873
Chief Operating Officer

Signatures

/s/ Gregoire Maes, 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 62,500 restricted stock units ("RSUs") that vested on January 1, 2025. These RSUs were originally granted on March 16, 2022 in the aggregate amount of 250,000 RSUs, for which the remaining 62,500 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 43,659 restricted stock units ("RSUs") that vested on January 1, 2025. These RSUs were originally granted on March 9, 2023 in the aggregate amount of 130,976 RSUs, for which the remaining 43,658 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 53,565 restricted stock units ("RSUs") that vested on January 1, 2025. These RSUs were originally granted on March 15, 2024 in the aggregate amount of 160,694 RSUs, for which the remaining 107,129 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) 179,228 shares of Class A Common Stock owned by the reporting person, (B) 62,500 shares of Class A Common Stock underlying the 2022 Unvested Time-Vesting RSUs, (C) 43,658 shares of Class A Common Stock underlying the 2023 Unvested Time-Vesting RSUs, (D) 107,129 shares of Class A Common Stock underlying the 2024 Unvested Time-Vesting RSUs, and (E) 291,670 performance-vesting RSUs, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the respective 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.. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes.
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.