SEC FORM 4

SEC Form 4

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^*

Fitzsimmons Timothy Walter

(Last)

(First)

(Middle)

C/O COMPOSECURE, INC.

309 PIERCE STREET

(Street)

SOMERSET

08873

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CompoSecure, Inc. [ CMPO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2023

4. 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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/17/2023		M		100,000	A	$0.01	513,906	D
Class A Common Stock	05/17/2023		S		100	D	$7.5	513,806	D
Class A Common Stock	05/17/2023		S		25,000	D	$7.4639⁽¹⁾	488,806	D
Class A Common Stock	05/17/2023		S		30,000	D	$7.4463⁽²⁾	458,806	D
Class A Common Stock	05/17/2023		S		29,900	D	$7.4162⁽³⁾	428,906	D
Class A Common Stock	05/17/2023		S		15,000	D	$7.429⁽⁴⁾	413,906⁽⁵⁾⁽⁶⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.01	05/17/2023		M			100,000	⁽⁷⁾	05/10/2025	Class A Common Stock	100,000	$0	565,566	D

Explanation of Responses:

1. Reflects the weighted average price of the sale of 25,000 shares of Class A Common Stock on May 17, 2023. The shares were sold in multiple transactions at prices ranging from $7.40 to 7.54, inclusive.

2. Reflects the weighted average price of the sale of 30,000 shares of Class A Common Stock on May 17, 2023. The shares were sold in multiple transactions at prices ranging from $7.40 to 7.49, inclusive.

3. Reflects the weighted average price of the sale of 29,900 shares of Class A Common Stock on May 17, 2023. The shares were sold in multiple transactions at prices ranging from $7.40 to 7.49, inclusive.

4. Reflects the weighted average price of the sale of 15,000 shares of Class A Common Stock on May 17, 2023. The shares were sold in multiple transactions at prices ranging from $7.39 to 7.4869, inclusive.

5. Includes (i) 91,683 restricted stock units ("RSUs"), which will vest ratably over three years, with 33% of the award vesting on each of January 1, 2024, January 1, 2025 and January 1, 2026, respectively, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into Class A Common Stock upon vesting, (ii) 91, 683 performance-vesting RSUs, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the governing award agreement, subject to the reporting person's continued service as of the applicable vesting date and that will be settled into Class A Common Stock upon vesting,

6. (iii) 187,500 unvested RSUs originally granted on March 16, 2022 in the aggregate amount of 250,000 RSUs, for which the remaining 187,500 RSUs will continue to vest ratably on each of January 1, 2024, January 1, 2025 and January 1, 2026, respectively, subject to the reporting person's continued service as of the applicable vesting date and (iv) 43,040 shares of Class A Common Stock owned directly by the reporting person.

7. The stock option vested 60% on the fourth anniversary of the grant date and the remaining 40% vested on the fifth anniversary of the grant date.

	/s/ Timothy Fitzsimmons, by attorney-in-fact Steven J. Feder	05/19/2023
	** 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).
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