Sec Form 4 Filing - Fitzsimmons Timothy Walter @ CompoSecure, Inc. - 2024-01-01

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
Fitzsimmons Timothy Walter
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
(Last) (First) (Middle)
C/O COMPOSECURE, INC., 309 PIERCE STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2024
(Street)
SOMERSET, NJ08873
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 01/01/2024 F 19,426 ( 1 ) D $ 5.4 394,480 D
Class A Common Stock 01/01/2024 F 8,686 ( 2 ) D $ 5.4 385,794 ( 3 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fitzsimmons Timothy Walter
C/O COMPOSECURE, INC.
309 PIERCE STREET
SOMERSET, NJ08873
Chief Financial Officer
Signatures
/s/ Timothy W. Fitzsimmons 01/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 62,500 restricted stock units ("RSUs") that vested on January 1, 2024. These RSUs were originally granted on March 16, 2022 in the aggregate amount of 250,000 RSUs, for which the remaining 125,000 RSUs (the "2022 Unvested Time-Vesting RSUs") will continue to vest ratably on each of January 1, 2025 and January 1, 2026, respectively, subject to the reporting person's continued service as of the applicable vesting date.
( 2 )Reflects the number of shares withheld in satisfaction of applicable tax withholding obligations in connection with the net settlement of 30,561 restricted stock units ("RSUs") that vested on January 1, 2024. These RSUs were originally granted on March 9, 2023 in the aggregate amount of 91,683 RSUs, for which the remaining 61,122 RSUs (the "2023 Unvested Time-Vesting RSUs") will continue to vest ratably on each of January 1, 2025 and January 1, 2026, respectively, subject to the reporting person's continued service as of the applicable vesting date.
( 3 )Includes (A) 107,989 shares of Class A Common Stock owned by the reporting person, (B) 125,000 shares of Class A Common Stock underlying the 2022 Unvested Time-Vesting RSUs, (C) 61,122 shares of Class A Common Stock underlying the 2023 Unvested Time-Vesting RSUs, and (D) 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. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes.

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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