| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/27/2021 |
3. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [ CMPO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (1) | 05/10/2025 | Class A Common Stock, par value $0.0001 | 227,845 | 0.01(2) | D | |
| Stock Option (Right to Buy) | (1) | 10/30/2028 | Class A Common Stock, par value $0.0001 | 338,923 | 4.31(2) | D | |
| Explanation of Responses: |
| 1. The stock option vests 25% on the first anniversary of the grant date, and the remaining portion vests in increments of 2.08% beginning on the date that was one month after the grant date and on such date every month thereafter, through the fourth anniversary of the grant date. |
| 2. The exercise price of the stock option shall be equal to the quotient of (a) the exercise price per Class C Unit of each such stock option immediately prior to the Merger divided by (b) the Equity Award Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent, all as set forth and defined in that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 19, 2021, by and among Roman DBDR Tech Acquisition Corp., a Delaware corporation ("Roman DBDR"), CompoSecure Holdings, L.L.C., a Delaware limited liability company, Roman Parent Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Roman DBDR and LLR Equity Partners IV, L.P., a Delaware limited partnership, as subsequently amended by that certain First Amendment to the Merger Agreement, dated as of May 25, 2021. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Adam Lowe, by attorney-in-fact Steven J. Feder | 12/29/2021 | |
| ** 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 5 (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. | ||