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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X
 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*
Logan Michele
(Last) (First) (Middle)
C/O COMPOSECURE, INC.
309 PIERCE STREET
(Street)
SOMERSET NJ 08873
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [ CMPO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2024
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)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.0001 par value 09/17/2024 C 12,017,983(1)(2)(3) A (1)(2) 12,061,303(4) D
Class A Common Stock, $0.0001 par value 09/17/2024 S 10,017,983 D $7.55 2,043,320(4) D
Class A Common Stock, $0.0001 par value 09/17/2024 C 5,845,653(1)(2)(3) A (1)(2) 5,845,653 I By Ephesians 3:16 Holdings LLC(5)
Class A Common Stock, $0.0001 par value 09/17/2024 S 5,845,653 D $7.55 0 I See footnote(5)
Class A Common Stock, $0.0001 par value 09/17/2024 C 732,578(1)(2)(3) A (1)(2) 732,578 I By Carol D. Herslow Credit Shelter Trust B(6)
Class A Common Stock, $0.0001 par value 09/17/2024 S 732,578 D $7.55 0 I See footnote(6)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock, $0.0001 par value (3) 09/17/2024 C 12,017,983 (3) (3) Class A Common Stock, $0.0001 par value 12,017,983 $0 0 D
Class B Common Stock, $0.0001 par value (3) 09/17/2024 C 5,845,653 (3) (3) Class A Common Stock, $0.0001 par value 5,845,653 $0 0 I By Ephesians 3:16 Holdings LLC(5)
Class B Common Stock, $0.0001 par value (3) 09/17/2024 C 732,578 (3) (3) Class A Common Stock, $0.0001 par value 732,578 $0 0 I By Carol D. Herslow Credit Shelter Trust B(6)
Explanation of Responses:
1. Pursuant to that certain Stock Purchase Agreement, dated August 7, 2024 (the "Purchase Agreement"), by and between the Reporting Person, Ephesians 3:16 Holdings LLC ("Ephesians Holdings"), Carol D. Herslow Credit Shelter Trust B ("Credit Shelter Trust") and Tungsten 2024 LLC, a Delaware limited liability company ("Tungsten"), whereby Tungsten has agreed to purchase 10,017,983 shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock") from the Reporting Person, 5,845,653 shares of Class A Common Stock from Ephesians Holdings, and 732,578 shares of Class A Common Stock from Credit Shelter Trust (together the "Purchased Shares").
2. In connection with the purchase of the Purchased Shares, each of the Reporting Person, Ephesians Holdings, and Credit Shelter Trust agreed to convert all shares held 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.
3. 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.
4. Includes 22,491 restricted stock units that vested in full upon the closing of the transactions as contemplated by the Purchase Agreement and that settled into Class A Common Stock upon vesting.
5. Ephesians Holdings is a manager-managed LLC, and Michele D. Logan serves as the manager, with the ability to exercise voting and dispositive power with respect to the securities held by Ephesians Holdings. The MDL Family Trust and The DML Family Trust are the sole members of Ephesians Holdings, each owning half of the total membership interests therein, and Ms. Logan serves as the Investment Adviser of each of the MDL Trust and the DML Trust. Tiedemann Trust Company acts as Administrative Trustee of each of the MDL Trust and the DML Trust. As a result, Ms. Logan, Ephesians Holdings and the MDL Trust and the DML Trust (to the extent of their respective membership interests therein) possess shared voting and dipositive power over the securities held by Ephesians Holdings. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
6. Ms. Logan is a Co-Trustee of the Credit Shelter Trust, and, as a result, may be deemed to share voting and dispositive power over the securities held by the Credit Shelter Trust.
/s/ Michele Logan, by attorney-in-fact Timothy Fitzsimmons 09/17/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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