Sec Form 4 Filing - SVF Excaliber (Cayman) Ltd @ Compass, Inc. - 2021-04-06

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
SVF Excaliber (Cayman) Ltd
2. Issuer Name and Ticker or Trading Symbol
Compass, Inc. [ COMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O WALKERS CORP LTD., CAYMAN, CORPORATE CENTRE, 190 ELGIN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/06/2021
(Street)
GEORGE TOWN, E9KY1-9008
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 04/06/2021 C 118,291,263 A 128,365,273 I See footnotes ( 2 ) ( 3 )
Class A Common Stock 04/06/2021 P 4,000,000 A $ 18 132,365,273 I See footnotes ( 2 ) ( 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
Series A Preferred Stock ( 1 ) 04/06/2021 C 18,056,840 ( 1 ) ( 1 ) Class A Common Stock 18,056,840 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series B Preferred Stock ( 1 ) 04/06/2021 C 2,227,800 ( 1 ) ( 1 ) Class A Common Stock 2,227,800 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series E Preferred Stock ( 1 ) 04/06/2021 C 66,688,200 ( 1 ) ( 1 ) Class A Common Stock 68,307,043 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series F Preferred Stock ( 1 ) 04/06/2021 C 13,494,130 ( 1 ) ( 1 ) Class A Common Stock 13,494,130 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series G Preferred Stock ( 1 ) 04/06/2021 C 16,205,450 ( 1 ) ( 1 ) Class A Common Stock 16,205,450 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SVF Excaliber (Cayman) Ltd
C/O WALKERS CORP LTD., CAYMAN
CORPORATE CENTRE, 190 ELGIN AVENUE
GEORGE TOWN, E9KY1-9008
X
SVF Endurance (Cayman) Ltd
C/O WALKERS CORP LTD., CAYMAN
CORPORATE CENTRE, 190 ELGIN AVENUE
GEORGE TOWN, E9KY1-9008
X
SB INVESTMENT ADVISERS (UK) LTD
69 GROSVENOR STREET,
LONDON, X0W1K 3JP
X
SOFTBANK VISION FUND (AIV M1) L.P.
251 LITTLE FALLS DRIVE
WILMINGTON, DE19808
X
Signatures
SVF Excalibur (Cayman) Limited By: /s/ Brian Wheeler, Director 04/08/2021
Signature of Reporting Person Date
SVF Endurance (Cayman) Limited By: /s/ Brian Wheeler, Director 04/08/2021
Signature of Reporting Person Date
SoftBank Vision Fund (AIV M1) L.P., By: SB Investment Advisers (UK) Limited, its manager, By: /s/ Brian Wheeler, General Counsel 04/08/2021
Signature of Reporting Person Date
SB Investment Advisers (UK) Limited By: /s/ Brian Wheeler, General Counsel 04/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A, B, C, D, F and G Preferred Stock automatically converted into shares of the Issuer's Class A Common Stock on a 1-to-1 basis, and each share of the Issuer's Series E Preferred Stock automatically converted into shares of the Issuer's Class A Common Stock on a 1-to-1.0242748 basis.
( 2 )The securities reported herein are held of record by SVF Excalibur (Cayman) Limited, which is a wholly owned subsidiary of SVF Endurance (Cayman) Limited, which is a wholly owned subsidiary of SoftBank Vision Fund (AIV M1) L.P. SB Investment Advisers (UK) Limited has been appointed as alternative investment fund manager ("AIFM") and is exclusively responsible for managing SoftBank Vision Fund (AIV M1) L.P. in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly.
( 3 )As AIFM of SoftBank Vision Fund (AIV M1) L.P., SB Investment Advisers (UK) Limited is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund (AIV M1) L.P.'s investments. As a result, each of the reporting persons may be deemed to share beneficial ownership of the securities reported herein. Each of them disclaims any such beneficial ownership except to the extent of its pecuniary interest therein.

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