SC 13G/A 1 compo13ga2-02142024.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

CompoSecure, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

20459V105

(CUSIP Number)

December 31, 2023

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
X Rule 13d-1(c)
Rule 13d-1(d)

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corsair Capital Partners, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	130,891

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	130,891

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	130,891

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 1%

12.	TYPE OF REPORTING PERSON

	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corsair Capital Partners 100, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	18,981

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	18,981

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	18,981

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 1%

12.	TYPE OF REPORTING PERSON

	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corsair Select, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	414,430

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	414,430

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	414,430

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.1%

12.	TYPE OF REPORTING PERSON

	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corsair Select 100, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	57,532

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	57,532

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	57,532

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 1%

12.	TYPE OF REPORTING PERSON

	PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corsair Capital Investors, Ltd

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	7,711

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	7,711

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,711

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 1%

12.	TYPE OF REPORTING PERSON

	CO

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corsair Select Master Fund, Ltd

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	63,574

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	63,574

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	63,574

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	Less than 1%

12.	TYPE OF REPORTING PERSON

	CO

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Corsair Capital Management, L.P.

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	693,119

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	693,119

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	693,119

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.6%

12.	TYPE OF REPORTING PERSON

	IA; PN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Jay Petschek

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	693,119

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	693,119

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	693,119

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.6%

12.	TYPE OF REPORTING PERSON

	IN

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Steven Major

2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

	(a) [x]
	(b) [ ]

3.	SEC USE ONLY

4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.	SOLE VOTING POWER

	0

6.	SHARED VOTING POWER

	693,119

7.	SOLE DISPOSITIVE POWER

	0

8.	SHARED DISPOSITIVE POWER

	693,119

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	693,119

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	3.6%

12.	TYPE OF REPORTING PERSON

	IN

This statement was filed with respect to the Class A Common Stock of CompoSecure, Inc. (The “Issuer”) beneficially owned by the Reporting Persons identified below as of December 31, 2023.

Item 1.

	(a)	Name of Issuer: CompoSecure, Inc.

	(b)	Address of Issuer’s Principal Executive Offices: 309 Pierce St. Somerset, NJ 08873

Item 2.

	(a)	Name of Person Filing The names of the persons filing this statement on Schedule 13G (collectively, the “Reporting Persons”) are: •Corsair Capital Partners, L.P. (“Corsair Capital”) •Corsair Capital Partners 100, L.P. (“Corsair 100”) •Corsair Select L.P. (“Corsair Select”) •Corsair Select 100 L.P. (“Select 100”) •Corsair Capital Investors, Ltd (“Corsair Investors”) •Corsair Select Master Fund, Ltd. (“Select Master”) •Corsair Capital Management, L.P. (“Corsair Management”) •Jay R. Petschek (“Mr. Petschek”) and •Steven Major (“Mr. Major”) Corsair Management acts as the investment manager of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Investors and Select Master. Messrs. Petschek and Major are the controlling persons of Corsair Management.

	(b)	Address of the Principal Office or, if none, residence The principal business address for each of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Management, Mr. Petschek and Mr. Major is 366 Madison Ave, 12^th floor, New York, NY 10017. The principal business address for each of Corsair Investors and Select Master is M&C Corporate Services Ltd, Box 309, George Town, Cayman Islands KY1-1104.

	(c)	Citizenship Each of Corsair Capital, Corsair 100, Corsair Select, Select 100 and Corsair Management is a limited partnership formed under the laws of the State of Delaware. Each of Corsair Investors and Select Master is an exempted company formed under the laws of the Cayman Islands. Each of Mr. Petschek and Mr. Major is a citizen of the United States.

	(d)	Title of Class of Securities Class A Common Stock, par value $0.0001 per share (“Common Stock”)

	(e)	CUSIP Number 20459V105

Item 3. If this statement is filed pursuant to 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4. Ownership.


(a)	Amount beneficially owned: Collectively, the Reporting Persons beneficially own 693,119 shares of Common Stock. •Corsair Capital individually owns 130,891 shares of Common Stock. •Corsair 100 individually owns 18,981 shares of Common Stock. •Corsair Select individually owns 414,430 shares of Common Stock. •Select 100 individually owns 57,532 shares of Common Stock. •Corsair Investors individually owns 7,711 shares of Common Stock. •Select Master individually owns 63,574 shares of Common Stock. •Corsair Management, as the investment manager of each of Corsair Capital, Corsair 100, Corsair Select, Select 100, Corsair Investors and Select Master is deemed to beneficially own 693,119 shares of Common Stock. •Mr. Petschek, as a controlling person of Corsair Management, is deemed to individually beneficially own 693,119 shares of Common Stock. •Mr. Major, as a controlling person of Corsair Management, is deemed to individually beneficially own 693,119 shares of Common Stock.
	•Mr. Petschek, as a controlling person of Corsair Management, is deemed to individually beneficially own 693,119 shares of Common Stock. •Mr. Major, as a controlling person of Corsair Management, is deemed to individually beneficially own 693,119 shares of Common Stock.

(b)	Percent of class: Collectively, the Reporting Persons beneficially own 693,119 shares of Common Stock, representing 3.6% of all of the outstanding shares of Common Stock based on the 19,356,819 outstanding shares of Common Stock as reported on the Issuer’s Form 10-Q filed November 13, 2023. Corsair Capital’s individual ownership of 130,891 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock. Corsair 100’s individual ownership of 18,981 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock. Corsair Select’s individual ownership of 414,430 shares of Common Stock represents 2.1% of all the outstanding shares of Common Stock. Select 100’s individual ownership of 57,532 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock. Corsair Investors’ individual ownership of 7,711 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock. Select Master’s individual ownership of 63,574 shares of Common Stock represents less than 1% of all the outstanding shares of Common Stock. Corsair Management’s beneficial ownership of 693,119 shares of Common Stock represents 3.6% of all the outstanding shares of Common Stock. The 693,119 shares of Common Stock deemed to be beneficially owned by Mr. Petschek represents 3.6% of all the outstanding shares of Common Stock. The 693,119 shares of Common Stock deemed to be beneficially owned by Mr. Major represents 3.6% of all the outstanding shares of Common Stock.

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote shares of Common Stock Not Applicable

	(ii)	Shared power to vote or to direct the vote. Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 130,891 shares of common Stock owned by Corsair Capital. Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 18,981 shares of common Stock owned by Corsair 100. Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 414,430 shares of common Stock owned by Corsair Select. Select 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 57,532 shares of common Stock owned by Select 100. Capital Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 7,711 shares of common Stock owned by Corsair Investors. Select Master, Corsair Management, Mr. Petschek and Mr. Major have shared power to vote or direct the vote for 63,574 shares of common Stock owned by Select Master.

			(iii)	Sole power to dispose or to direct the disposition of shares of Common Stock Not Applicable

			(iv)	Shared power to dispose or to direct the disposition of: Corsair Capital, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 130,891 shares of common Stock owned by Corsair Capital. Corsair 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 18,981 shares of common Stock owned by Corsair 100. Corsair Select, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 414,430 shares of common Stock owned by Corsair Select. Select 100, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 57,532 shares of common Stock owned by Select 100. Capital Investors, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 7,711 shares of common Stock owned by Corsair Investors. Select Master, Corsair Management, Mr. Petschek and Mr. Major have shared power to dispose or direct the disposition of the 63,574 shares of common Stock owned by Select Master.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

See Exhibit A and Exhibit B of the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on November 9, 2022.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated February 14, 2024.

	CORSAIR CAPITAL PARTNERS, L.P.
	By:	Corsair Capital Advisors, L.L.C.,
		General Partner
	By:	/s/ Jay R. Petschek
		Jay R. Petschek, Managing Member

	CORSAIR CAPITAL PARTNERS 100, L.P.
	By:	Corsair Capital Advisors, L.L.C.,
		General Partner
	By:	/s/ Jay R. Petschek
		Jay R. Petschek, Managing Member

	CORSAIR SELECT, L.P.
	By:	Corsair Select Advisors, L.L.C.,
		General Partner
	By:	/s/ Jay R. Petschek
		Jay R. Petschek, Managing Member

	CORSAIR SELECT 100, L.P.
	By:	Corsair Select Advisors, L.L.C.,
		General Partner
	By:	/s/ Jay R. Petschek
		Jay R. Petschek, Managing Member

	CORSAIR CAPITAL INVESTORS, LTD.
	By:	Corsair Capital Management, L.P.,
		Attorney-in-Fact
	By:	Corsair Capital Management GP, L.L.C.,
		General Partner
	By:	/s/ Jay R. Petschek
		Jay R. Petschek, Managing Member

	CORSAIR SELECT MASTER FUND, LTD.
	By:	Corsair Capital Management, L.P.,
		Attorney-in-Fact
	By:	Corsair Capital Management GP, L.L.C.,
		General Partner
	By:	/s/ Jay R. Petschek
		Jay R. Petschek, Managing Member

	CORSAIR CAPITAL MANAGEMENT, LP.
	By:	Corsair Capital Management GP, L.L.C.,
		General Partner
	By:	/s/ Jay R. Petschek
		Jay R. Petschek, Managing Member

	/s/ Jay R. Petschek
	Jay R. Petschek


	/s/ Steven Major
	Steven Major

SEC Form SC 13G/A filed by CompoSecure Inc. (Amendment)