SEC Form 4: Doll Dixon R Jr. converted options into 5,789,000 shares and bought $30,116 worth of shares (3,980 units at $7.57)
$DBDR
Business 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [ CMPO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/27/2021 | ||||||||||||||||||||||||||
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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 | 12/27/2021 | M(1) | 5,789,000 | A | $0.00 | 5,789,000 | I | See footnote(2) | ||
| Class A Common Stock | 01/05/2022 | P | 1,300 | A | $7.52 | 1,300 | I | By daughter(3) | ||
| Class A Common Stock | 01/05/2022 | P | 1,350 | A | $7.54 | 1,350 | I | By son(3) | ||
| Class A Common Stock | 01/05/2022 | P | 1,330 | A | $7.64 | 1,330 | I | By daughter's trust(4) | ||
| Class A Common Stock | 100 | D | ||||||||
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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 B Common Stock | (1) | 12/27/2021 | M | 5,789,000 | (1) | (1) | Class A Common Stock | 5,789,000 | (1) | 0 | I | See footnote(2) | |||
| Warrants | $11.5 | 12/27/2021 | A(5) | 10,837,400 | 01/26/2022 | 12/27/2026 | Class A Common Stock | 10,837,400 | (5) | 10,837,400 | I | See footnote(6) | |||
| Explanation of Responses: |
| 1. On December 27, 2021, Roman DBDR Tech Acquisition Corp. closed the previously announced business combination with CompoSecure Holdings, L.L.C. (the "Business Combination") pursuant to which CompoSecure, Inc. became a publicly-traded company (the "Company"). As a result of the Business Combination, each outstanding share of Class B Common Stock converted automatically on a one-for-one basis into shares of Class A Common Stock. |
| 2. As a managing member of Roman DBDR Tech Sponsor LLC (the "Sponsor"), the reporting person may be deemed to share beneficial ownership of the shares of Class A Common Stock held directly by the Sponsor, and disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 3. The reporting person purchased shares of Class A Common Stock on the open market for accounts for the benefit of his son and daughter. Since the reporting person's son and daughter are dependent children, the reporting person may be deemed to share beneficial ownership of the shares of Class A common stock held directly by them as a result of his pecuniary interest therein. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 4. The reporting person purchased shares of Class A Common Stock on the open market for a trust account for the benefit of his daughter who is a dependent of the reporting person. As trustee of his daughter's trust, the reporting person may be deemed to share beneficial ownership of the shares of Class A common stock held directly by the trust. As the beneficiary of the trust is a dependent of the reporting person's household, the reporting person may be deemed to have a pecuniary interest in the shares held thereby. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 5. Pursuant to the terms of the Company's warrants to purchase shares of Class A Common Stock, upon completion of the Business Combination, the warrants became exercisable beginning 30 days thereafter. |
| 6. As a managing member of the Sponsor, the reporting person may be deemed to share beneficial ownership of the warrants held directly by the Sponsor, and disclaims any beneficial ownership of the reported warrants other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| /s/ Dixon Doll, Jr. | 01/07/2022 | |
| ** 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. | ||