Director Resolute Manco Holdings Llc disposed of 4,107,534 shares and acquired 4,107,534 shares (SEC Form 4)
$RHLD
Finance: Consumer Services
Finance
| 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). | |||||||||||||||||
| 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
Resolute Holdings Management, Inc. [ RHLD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/17/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock, par value $0.0001 per share | 03/17/2025 | J | 4,107,534 | D | (1) | 0 | I(2) | By Resolute Compo Holdings LLC | ||
| Common Stock, par value $0.0001 per share | 03/17/2025 | J | 4,107,534 | A | (1) | 4,107,534 | I(3) | By Resolute ManCo Holdings LLC | ||
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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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Represents the transfer for no consideration of 4,107,534 shares of Resolute Holdings Management, Inc. (the "Issuer") from Resolute Compo Holdings LLC ("Resolute Compo Holdings") to Resolute ManCo Holdings LLC ("Resolute ManCo Holdings") received by Resolute Compo Holdings as a result of the previously announced spin-off of the Issuer from CompoSecure, Inc. |
| 2. The securities of the Issuer were or may be deemed to have been beneficially owned by (i) Resolute Compo Holdings, directly, (ii) Tungsten 2024 LLC ("Tungsten"), indirectly as a result of being the managing member of Resolute Compo Holdings, (iii) John Cote, indirectly as a result of being the manager of Tungsten, (iv) C 323 Holdings, LLC ("C 323 Holdings"), indirectly as a result of being a non-managing member of Resolute Compo Holdings, and (v) Thomas R. Knott, indirectly as a result of being the sole and managing member of C 323 Holdings. Each of Resolute Compo Holdings, Tungsten, Mr. John Cote, C 323 Holdings and Mr. Knott, disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. |
| 3. The securities of the Issuer are or may be deemed to be beneficially owned by (i) Resolute ManCo Holdings, directly, (ii) Tungsten, indirectly as a result of being the managing member of Resolute ManCo Holdings, (iii) Mr. John Cote, indirectly as a result of being the manager of Tungsten, (iv) C 323 Holdings, indirectly as a result of being a non-managing member of Resolute ManCo Holdings, and (v) Thomas R. Knott, indirectly as a result of being the sole and managing member of C 323 Holdings. Each of Resolute ManCo Holdings, Tungsten, Mr. John Cote, C 323 Holdings and Mr. Knott, disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. |
| Remarks: |
| By virtue of its relationship with Mr. John Cote and Mr. Thomas R. Knott, each of the reporting persons may be deemed to be a director by deputization. |
| /s/ John Cote, as Manager of Tungsten 2024 LLC, Resolute Compo Holdings LLC and Resolute ManCo Holdings LLC, by attorney-in-fact Kurt Schoen | 03/19/2025 | |
| ** 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. | ||