SEC FORM 3

SEC Form 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Reffkin Robert L.

(Last)

(First)

(Middle)

C/O COMPASS, INC.

90 FIFTH AVENUE, 3RD FLOOR

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2021

3. Issuer Name and Ticker or Trading Symbol
Compass, Inc. [ COMP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Class A Common Stock	421,150	D
Class A Common Stock	8,190,870	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class C Common Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class C Common Stock	15,244,490	⁽²⁾⁽³⁾	D
Restricted Stock Unit (RSU)	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	8,611,810	⁽⁶⁾	D
Restricted Stock Unit (RSU)	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	8,611,810	⁽⁶⁾	D
Restricted Stock Unit (RSU)	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	8,611,810	⁽⁶⁾	D

Explanation of Responses:

1. Represents: (i) 2,533,350 shares of Class A Common Stock held of record by The Compass 2015 GRAT; (ii) 5,305,520 shares of Class A Common Stock held of record by The Compass 2017 GRAT; and (iii) 352,000 shares of Class A Common Stock held of record by The Ruth Reffkin Family Trust.

2. Each share of the Issuer's Class C Common Stock will automatically be converted into one (1) share of the Issuer's Class A Common Stock upon (a) (i) the date fixed by the Board of Directors that is no less than 61 days and no more than 180 days following the first time after 11:59 p.m. Eastern Time on the date hereof that the number of shares held by the Reporting Person and certain related entities is less than fifty percent (50%) of the number of shares of Class C Common Stock held by the Reporting Person and such related entities as of the date hereof; (ii) the date fixed by the Board of Directors that is no less than 61 days and no more than 180 days following the first time after 11:59 p.m. Eastern Time on the date hereof that both (A) the Reporting Person is no longer providing services to this corporation as an officer, employee, or consultant, and

3. [continuation of fn(2)] (B) the Reporting Person is no longer a director of this corporation as a result of a voluntary resignation by the Reporting Person; (iii) the date fixed by the Board of Directors that is no less than 61 days and no more than 180 days following the date that Reporting Person employment with the Issuer is terminated for Cause for Termination; (iv) the date that is twelve (12) months after the death or disability of the Reporting Person; (v) two (2) days prior to the specified date upon which the Issuer's shares of capital stock will be included on the S&P 500 index following written notice; (vi) the date specified by the affirmative vote of the holders of Class C Common Stock representing not less than two-thirds (2/3) of the voting power of the outstanding shares of Class C Common Stock, voting separately as a single class; or (vii) seven (7) years from the date hereof or (b) at the option of the Reporting Person.

4. The RSUs vest only upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions subject to the Reporting Person's provision of service to the Issuer through each vesting date. The service-based vesting condition requires the Reporting Person to provide service through January 1, 2024 and the performance-based vesting conditions provides that 12.5% of securities will vest subject to the achievement of a market price per share of $23.14 per share of the Issuers Class A Common Stock following the effectiveness of the Issuer's initial public offering (the "IPO") or 150% of the price of $15.43, or the "reference price." An additional 12.5% of the RSUs will vest upon the achievement of a market price per share of the Issuer's Class A Common Stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price.

5. [continuation of fn(4)] The price per share of the Issuer's Class A Common Stock will be based on the weighted average trading price of the Issuer's Class A Common Stock on any 30 trading-day-window period beginning on the first trading day on or following the 210th day after the effectiveness of the IPO.

6. Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.

7. The RSUs vest as to 1/48th of the total shares on the 25th of each month following January 1, 2020, subject to continued service through each vesting date, provided, however the Reporting Person is not subject to an involuntary termination (as further defined in the Reporting Person's award agreement) within 12 months after the effectiveness of the Issuer's IPO.

Remarks:

	/s/ Bradley K. Serwin, as attorney-in-fact	03/31/2021
	** 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.