Compass Diversified (CODI) Form 4 Change in insider ownership

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^*

Anholt Investments Ltd.

(Last) (First) (Middle)

69 PITTS BAY ROAD

BELVEDERE BUILDING - 4TH FLOOR

(Street)

PEMBROKE D0 HM08

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Compass Diversified Holdings [ CODI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Series A Preferred Shares(1)	12/11/2018		P		4,000	A	$17.82	111,546	I(2)(3)	By CGI Diversified Holdings, LP
Series A Preferred Shares(1)	12/12/2018		P		10,000	A	$17.64	121,546	I(2)(3)	By CGI Diversified Holdings, LP
Series B Preferred Shares(4)	12/11/2018		P		3,600	A	$18.99	106,000	I(2)(3)	By CGI Diversified Holdings, LP
Series B Preferred Shares(4)	12/12/2018		P		8,865	A	$19.29	114,865	I(2)(3)	By CGI Diversified Holdings, LP

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Anholt Investments Ltd.

(Last) (First) (Middle)

69 PITTS BAY ROAD

BELVEDERE BUILDING - 4TH FLOOR

(Street)

PEMBROKE D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CGI Diversified Holdings, LP

(Last) (First) (Middle)

69 PITTS BAY ROAD

BELVEDERE BUILDING - 4TH FLOOR

(Street)

PEMBROKE D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Navco Management, Ltd.

(Last) (First) (Middle)

69 PITTS BAY ROAD

BELVEDERE BUILDING - 4TH FLOOR

(Street)

PEMBROKE D0 HM08

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Path Spirit LTD

(Last) (First) (Middle)

10 NORWICH STREET

(Street)

LONDON X0 EC4A 1BD

(City) (State) (Zip)

Explanation of Responses:

1. Each Series A Preferred Share corresponds to one underlying trust preferred interest of Compass Group Diversified Holdings LLC (the "Company") held by Compass Diversified Holdings (the "Trust") of the same class and series, and with corresponding rights, powers and duties, as the Series A Preferred Shares.

2. The Preferred Shares are owned directly by CGI Magyar Holdings, LLC, which is owned by Anholt Services (USA), Inc., and CGI Diversified Hungary Kft.. Anholt Services (USA), Inc. is owned by Anholt Investments Ltd. (formerly known as Compass Group Investments, Ltd.). CGI Diversified Hungary Kft. is owned by CGI Diversified Holdings, LP. CGI Diversified Holdings, LP is owned by Anholt Investments Ltd., its sole limited partner, and Navco Management, Ltd., its general partner. Anholt Investments Ltd. and Navco Management, Ltd. are wholly owned by Kattegat Limited, a Bermudian exempt company with its principal offices at Belvedere Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Kattegat Limited was formed for the purpose of holding and managing the endowed assets of The Kattegat Trust and is wholly owned by The Kattegat Trust.

3. The Kattegat Trust is a Bermudian charitable trust, engaged in the principal business of distributing income for charitable purposes, with its principal offices at Wessex House, 5th Floor, 45 Reid St., Hamilton HM12. The trustee of The Kattegat Trust is Kattegat Private Trustees (Bermuda) Limited (the "Trustee"), a Bermudian trust company with its principal offices at Wessex House, 5th Floor, 45 Reid St., Hamilton HM12. Path Spirit Limited is the trust protector for The Kattegat Trust. The Trustee is wholly owned by The Lund Purpose Trust, a Bermudian purpose trust with its principal offices at Thistle House, 4 Burnaby Street, Hamilton HM 11, Bermuda, formed for the sole purpose of holding the shares of the Trustee. Anholt Investments Ltd., Navco Management, Ltd., Path Spirit Limited, Anholt Services (USA), Inc., CGI Diversified Hungary Kft. and CGI Magyar Holdings, LLC disclaim beneficial ownership of the Shares, except to the extent of their pecuniary interest therein.

4. Each Series B Preferred Share corresponds to one underlying trust preferred interest of the Company held by the Trust of the same class and series, and with corresponding rights, powers and duties, as the Series B Preferred Shares.

Remarks:

Exhibit 99.3 - Joint Filer Information Exhibit 99.4 - Supplemental Joint Filer Information

	ANHOLT INVESTMENTS LTD., By: /s/ Cora Lee Starzomski, Director	12/13/2018
	** Signature of Reporting Person	Date
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