Sec Form 4 Filing - Reffkin Robert L. @ Compass, Inc. - 2021-09-13

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 Reffkin Robert L. 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) Chairman and CEO (Last) (First) (Middle) C/O COMPASS, INC., 90 5TH AVENUE, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2021 (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 08/11/2021 08/11/2021 G V 7,838,870 A $ 0 8,601,981 ( 1 ) ( 2 ) I See Footnotes ( 3 ) Class A Common Stock 09/13/2021 09/13/2021 J 3,190,870 A $ 14.33 8,601,981 ( 4 ) I See Footnote ( 5 ) Class A Common Stock 421,150 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 (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 Class C Common Stock ( 6 ) 09/13/2021 09/13/2021 J 4,125,000 ( 6 ) ( 6 ) Class A Common Stock 4,125,000 $ 14.33 4,125,000 I See Footnote ( 7 ) Class C Common Stock ( 6 ) ( 6 ) ( 6 ) Class A Common Stock 11,119,490 11,119,490 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reffkin Robert L. C/O COMPASS, INC. 90 5TH AVENUE, 3RD FLOOR NYC, NY10011 Chairman and CEO Signatures /s/ Robert L. Reffkin 09/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions described herein represent a series of financial planning measures adopted by the reporting person and do not entail a change in beneficial ownership. ( 2 )Represents (i) 7,838,870 of Class A Common Stock owned by the 2021 Reffkin Remainder Interest Trust ("RIT"), as further described in note (3) below; and (ii) 763,111 shares of Class A Common Stock owned by The Ruth Reffkin Family Trust. ( 3 )On August 11, 2021, securities held by Compass 2015 GRAT (2,533,350 shares of Class A Common Stock) and Compass 2017 GRAT (5,305,520 share of Class A Common Stock) were transferred to the RIT. ( 4 )Represents (i) 4,648,000 shares of Class A Common Stock owned by the RIT, after the transfer described in note (5) below; (ii) 3,190,870 shares of Class A Common Stock owned by Reffkin Investment II Corp ("Corp II"), after the transfer described in note (5) below, and (iii) 763,111 shares of Class A Common Stock owned by The Ruth Reffkin Family Trust. ( 5 )On September 13, 2021, the RIT transferred 3,190,870 shares of Class A Common Stock to Corp II. The RIT is the sole and controlling shareholder of Corp II. These transfers were priced at the closing price per share on the date of transfer. ( 6 )Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time. ( 7 )On September 13, 2021, the reporting person (a) contributed 4,125,000 shares of Class C Common Stock to the Robert Lee Reffkin Revocable Trust ("RRT"), and (b) RRT transferred these shares to Reffkin Investment I Corp ("Corp I"). The RRT is the sole and controlling shareholder of Corp I. The transfer to Corp I was priced at the closing price per share on the date of transfer.

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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