Sec Form 4 Filing - Sirosh Joseph @ Compass, Inc. - 2022-07-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Sirosh Joseph 2. Issuer Name and Ticker or Trading Symbol Compass, Inc. [ COMP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) C/O COMPASS, INC., 90 5TH AVENUE, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2022 (Street) NYC, NY10011 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/06/2022 M 43,607 A $ 0( 1 ) 555,130 D Class A Common Stock 07/06/2022 F( 2 ) 10,959 D $ 4.38 544,171 D Class A Common Stock 50 I See footnote( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Unit (RSU) ( 1 ) 07/06/2022 M 9,490 ( 4 ) ( 4 ) Class A Common Stock 9,490 $ 0 56,920 D Restricted Stock Unit (RSU) ( 1 ) 07/06/2022 M 34,117 ( 5 ) ( 5 ) Class A Common Stock 34,117 $ 0 102,351 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sirosh Joseph C/O COMPASS, INC. 90 5TH AVENUE, 3RD FLOOR NYC, NY10011 Chief Technology Officer Signatures /s/ Bradley K. Serwin, as attorney-in-fact 07/08/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement. ( 2 )Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of RSUs. ( 3 )Represents 50 shares of Class A Common Stock held by Mr. Sirosh's son, who currently resides in Mr. Sirosh's household. ( 4 )The RSUs vest as to 25% of the total shares on December 4, 2019 and 2.0833% of the total shares on the 25th of every month thereafter, with 100% of the total shares vested and exercisable on December 25, 2022, subject to the reporting person's provision of service to the Issuer on each vesting date. ( 5 )The RSUs vest as to the 25% of the shares on each of June 15, 2022, September 15, 2022, December 15, 2022, and March 15, 2023, with 100% of the total shares vested on March 15, 2023, subject to the reporting person's provision of service to Issuer on each vesting date. The RSU award is the first in a series of four awards associated with the recipient's 2022 annual refresh grant, the remaining three of which will be awarded following March 15, 2023, March 15, 2024, and March 15, 2025 respectively (each, a "Vesting Commencement Date"), and each RSU award will vest in quarterly installments over the 12-month period immediately following the relevant Vesting Commencement Date subject to the reporting person's employment by Issuer on each vesting date. Each annual award in the series may be granted in the form of RSUs or cash at Issuer's election. The RSU award was granted on March 28, 2022.

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.