Compass Diversified (CODI) S-3ASR Automatic shelf registration

0001345126S-3ASREX-FILING FEES 0001345126 2024-09-04 2024-09-04 0001345126 6 2024-09-04 2024-09-04 0001345126 7 2024-09-04 2024-09-04 0001345126 8 2024-09-04 2024-09-04 0001345126 12 2024-09-04 2024-09-04 0001345126 10 2024-09-04 2024-09-04 0001345126 14 2024-09-04 2024-09-04 0001345126 1 2024-09-04 2024-09-04 0001345126 2 2024-09-04 2024-09-04 0001345126 3 2024-09-04 2024-09-04 0001345126 4 2024-09-04 2024-09-04 0001345126 5 2024-09-04 2024-09-04 0001345126 11 2024-09-04 2024-09-04 0001345126 9 2024-09-04 2024-09-04 0001345126 13 2024-09-04 2024-09-04 iso4217:USD xbrli:shares

Exhibit 107

Calculation of Filing Fee Tables

Form

S-

3

(Form Type)

Compass Diversified Holdings

Compass Group Diversified Holdings LLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee (5)

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities—Primary Offering

Fees to Be Paid

Equity

Common shares representing beneficial interests in Compass Diversified Holdings (1)

456(b) & 457(r) (5)

(2)(3)

(2)

(2)

Equity

Trust common interests of Compass Group Diversified Holdings LLC (1)

457(i)

(2)

(2)

(2)

(4)

Equity

Preferred shares representing beneficial interests in Compass Diversified Holdings (1)

456(b) & 457(r) (5)

(2) (3)

(2)

(2)

Equity

Trust preferred interests of Compass Group Diversified Holdings LLC (1)

457(i)

(2)

(2)

(2)

(4)

Newly Registered Securities—Secondary Offering

Fees to Be Paid

Equity

Common shares representing beneficial interests in Compass Diversified Holdings (1)

456(b) & 457(r) (5)

(2) (3)

(2)

(2)

Equity

Trust common interests of Compass Group Diversified Holdings LLC (1)

457(i)

(2)

(2)

(2)

(4)

Equity

Preferred shares representing beneficial interests in Compass Diversified Holdings (1)

456(b) & 457(r) (5)

(2)(3)

(2)

(2)

Equity

Trust preferred interests of Compass Group Diversified Holdings LLC (1)

457(i)

(2)

(2)

(2)

(4)

Carry Forward Securities

Carry Forward Securities

Equity

Common shares representing beneficial interests in Compass Diversified Holdings (1)

415(a)(6) (6)

(3)

(6)

$288,725,050.36

424(b)(5)

333-259374

September 7, 2021

$31,499.90

Equity

Trust common interests of Compass Group Diversified Holdings LLC (1)

457(i)

424(b)(5)

333-259374

September 7, 2021

(4)

Equity

Common shares representing beneficial interests in Compass Diversified Holdings (1)

415(a)(6) (7)

8,631,000 (3)

(7)

424(b)(7)

333-259374

April 12, 2024

$30,205.01

Equity

Trust common interests of Compass Group Diversified Holdings LLC (1)

457(i)

424(b)(7)

333-259374

April 12, 2024

(4)

Equity

Preferred shares representing beneficial interests in Compass Diversified Holdings (1)

415(a)(6) (8)

(3)

(8)

$82,773,659.69

424(b)(5)

333-259374

March 20, 2024

$12,217.39

Equity

Trust preferred interests of Compass Group Diversified Holdings LLC (1)

457(i)

424(b)(5)

333-259374

March 20, 2024

(4)

Total Offering Amounts

(6)(7)(8)

Total Fees Previously Paid

(6)(7)(8)

Total Fee Offsets

Net Fee Due

(1) Each common share or preferred share representing one beneficial interest in Compass Diversified Holdings corr espond s to one und erly ing trust common interest or trust preferred interest of Compass Group Diversified Holdings LLC, as applicable. If the trust is dissolved, each common share or preferred share representing a beneficial interest in Compass Diversified Holdings will be exchanged for a trust common interest or trust preferred interest of Compass Group Diversified Holdings LLC, as applicable.

(2) An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered and sold at indeterminate prices by the registrant and/or selling securityholders.

(3) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the common shares and preferred shares b eing registered hereunder include such indeterminate number of common shares and preferred shares, respectively, as may be issuable as a result of stock splits, stock dividends or similar transactions.

(4) Pursuant to Rule 457(i) under the Securities Act, no registration fee is payable with respect to the tr ust c ommon interests or trust pr eferred interests of Compass Group Diversified Holdings LLC because no additional consideration will be received by Compass Diversified Holdings upon exchange of the common shares or preferred shares representing beneficial interests in Compass Diversified Holdings.

(5) In accordance with Rules 456(b) and 457(r) under the Securities Act, except with respect to the Primary Unsold Common Shares , Secondary Unsold Common Shares and Primary Unsold Preferred Shares (each as defined below), the registrant is deferring payment of the entire registration fee and will pay the registration fee subsequently in advance or on a pay-as- you -go basis.

(6) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include an aggregate of $288,725,050.36 unsold common shares with unspecified share numbers (the “Primary Unsold Common Shares”) previously registered on the prospectus supplement filed on September 7, 2021, and the accompanying base prospectus contained in the registration statement (the “2021 Registration Statement”) on Form S-3 (Registration No. 333-259374) filed on September 7, 2021 (collectively, the “2021 September Prospectus Supplement”). In connection with the registration of the Primary Unsold Common Shares on the 2021 September Prospectus Supplement , a registration fee of $31,499.90 was paid, which registration fee will continue to be applied to the Primary Unsold Common Shares, with unspecified share numbers, included in this registration statement. Pursuant to Rule 415(a)(6), the offering of the Primary Unsold Common Shares registered under the 2021 September Prospectus Supplement will be deemed terminated as of the date of effectiveness of this registration statement.

(7) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement consist of 8,631,000 unsold common shares (the “Secondary Unsold Common Shares”) previously registered on the prospectus supplement filed on April 12, 2024, and the accompanying base prospectus contained in the 2021 Registration Statement (collectively, the “2024 April Prospectus Supplement”). In connection with the registration of the Secondary Unsold Common Shares on the 2024 April Prospectus Supplement, a registration fee of $30,205.01 was paid, which registration fee will continue to be applied to the Secondary Unsold Common Shares included in this registration statement. Pursuant to Rule 415(a)(6), the offering of the Secondary Unsold Common Shares registered under the 2024 April Prospectus Supplement will be deemed terminated as of the date of effectiveness of this registration statement.

(8) Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include an aggregate of $82,773,659.69 of unsold Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares with unspecified share numbers (the “Primary Unsold Preferred Shares”) previously registered on the prospectus supplement filed on March 20, 2024, and the accompanying base prospectus contained in the 2021 Registration Statement (collectively, the “2024 March Prospectus Supplement”). In connection with the registration of the Primary Unsold Preferred Shares on the 2024 March Prospectus Supplement, a registration fee of $12,217.39 was paid, which registration fee will continue to be applied to the Primary Unsold Preferred Shares, with unspecified share numbers, included in this Registration Statement. Pursuant to Rule 415(a)(6), the offering of the Primary Unsold Preferred Shares registered under the 2024 March Prospectus Supplement will be deemed terminated as of the date of effectiveness of this registration statement.