Chairman and CEO Reffkin Robert L. was granted 1,000,000 shares and sold $1,534,554 worth of shares (222,067 units at $6.91), increasing direct ownership by 78% to 1,777,933 units (SEC Form 4)
$COMP
EDP Services
Technology
| 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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Compass, Inc. [ COMP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/04/2024 | S(1) | 52,501 | D | $6.9027(2) | 947,499 | D | |||
| Class A Common Stock | 11/05/2024 | S(1) | 113,673 | D | $6.9078(2) | 833,826 | D | |||
| Class A Common Stock | 11/06/2024 | S(1) | 55,893 | D | $6.9226(3) | 777,933 | D | |||
| Class A Common Stock | 11/06/2024 | A(4) | 1,000,000 | A(4) | $0(5) | 1,777,933 | D | |||
| Class A Common Stock | 7,828,116 | I | See Footnotes(6) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 C Common Stock | (4)(5) | 11/06/2024 | D | 1,000,000 | (5) | (5) | Class A Common Stock | 1,000,000 | $0 | 10,633,787 | D | ||||
| Class C Common Stock | (5) | (5) | (5) | Class A Common Stock | 4,125,000 | 4,125,000 | I | See footnote(7) | |||||||
| Explanation of Responses: |
| 1. Automatic sales by the Reporting Person pursuant to a Rule 10b5-1 plan adopted on May 10, 2024. |
| 2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.90 to $6.915 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.90 to $6.97 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 4. Represents the conversion by the Reporting Person of Class C Common Stock for Class A Common Stock. |
| 5. Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time. |
| 6. Represents (i) 4,148,000 shares of Class A Common Stock owned by the 2021 Reffkin Remainder Interest Trust, (ii) 3,190,870 shares of Class A Common Stock owned by the Reffkin Investment II Corp, (iii) 411,111 shares of Class A Common Stock owned by The Ruth Reffkin Family Trust and (iv) 78,135 shares of Class A Common Stock owned by the Reffkin 2022 Family Trust. |
| 7. Shares owned by Reffkin Investment I Corp. The Robert Lee Reffkin Revocable Trust is the sole and controlling shareholder of Reffkin Investment I Corp. |
| Remarks: |
| /s/ Bradley K. Serwin, as attorney-in-fact | 11/06/2024 | |
| ** 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. | ||