0001563190-24-000004.txt : 20240103 0001563190-24-000004.hdr.sgml : 20240103 20240103210657 ACCESSION NUMBER: 0001563190-24-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231227 FILED AS OF DATE: 20240103 DATE AS OF CHANGE: 20240103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Reffkin Robert L. CENTRAL INDEX KEY: 0001847178 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40291 FILM NUMBER: 24509554 MAIL ADDRESS: STREET 1: C/O COMPASS, INC. STREET 2: 155 AVENUE OF THE AMERICAS, SIXTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Compass, Inc. CENTRAL INDEX KEY: 0001563190 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] ORGANIZATION NAME: 06 Technology IRS NUMBER: 300751604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 110 FIFTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 212-913-9058 MAIL ADDRESS: STREET 1: 110 FIFTH AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: Urban Compass, Inc. DATE OF NAME CHANGE: 20121128 4 1 wk-form4_1704334007.xml FORM 4 X0508 4 2023-12-27 0 0001563190 Compass, Inc. COMP 0001847178 Reffkin Robert L. C/O COMPASS, INC. 110 FIFTH AVENUE, 4TH FLOOR NYC NY 10011 1 1 0 0 Chairman and CEO 0 Class A Common Stock 2024-01-03 4 M 0 179420 0 A 600570 D Class A Common Stock 2024-01-03 4 F 0 101927 3.32 D 498643 D Class A Common Stock 2024-01-03 4 D 0 77493 0 D 421150 D Class A Common Stock 8328116 I See Footnotes Restricted Stock Unit (RSU) 2023-12-27 4 D 0 8611810 D Class A Common Stock 8611810 0 D Restricted Stock Unit (RSU) 2023-12-27 4 D 0 8611810 D Class A Common Stock 8611810 0 D Restricted Stock Unit (RSU) 2024-01-01 4 A 0 3258508 A Class A Common Stock 3258508 3258508 D Restricted Stock Unit (RSU) 2024-01-03 4 M 0 179420 0 D Class A Common Stock 179420 0 D Class C Common Stock 2024-01-03 4 A 0 77493 0 A Class A Common Stock 77493 15212637 D Class C Common Stock Class A Common Stock 4125000 4125000 I See footnote Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement. Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of RSUs. Represents the conversion by the Reporting Person of Class A Common Stock for Class C Common Stock elected by the Reporting Person pursuant to an Equity Exchange Right Agreement with the Issuer. Represents (i) 4,648,000 shares of Class A Common Stock owned by the 2021 Reffkin Remainder Interest Trust, (ii) 3,190,870 shares of Class A Common Stock owned by the Reffkin Investment II Corp, (iii) 411,111 shares of Class A Common Stock owned by The Ruth Reffkin Family Trust and (iv) 78,135 shares of Class A Common Stock owned by the Reffkin 2022 Family Trust. 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. The Reporting Person and the Issuer mutually agreed to cancel the Reporting Person's performance-based Restricted Stock Units for a total of 17,223,620 shares reported as being disposed in this Form 4 at the time the Issuer approved the matters described in the Issuer's report on Form 8-K filed on December 27, 2023. The RSUs vest as to 25% of the total shares on each of January 1, 2025, January 1, 2026, January 1, 2027 and January 1, 2028, subject to the reporting person's provision of service to the Issuer on each vesting date. 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. Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time. Shares owned by Reffkin Investment I Corp. The Robert Lee Reffkin Revocable Trust is the sole and controlling shareholder of Reffkin Investment I Corp. /s/ Bradley K. Serwin, as attorney-in-fact 2024-01-03