| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
CompoSecure, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
20459V105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 20459V105 |
| 1 | Names of Reporting Persons LOCUST WOOD CAPITAL ADVISERS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,579,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
#6 Includes 2,349,495 shares of Class A Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
#8, #9 Includes 2,867,345 shares of Class A Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
SCHEDULE 13G |
| CUSIP No. | 20459V105 |
| 1 | Names of Reporting Persons Locust Wood Capital, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,450,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 20459V105 |
| 1 | Names of Reporting Persons Locust Wood Ultra Fund, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 261,978.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 20459V105 |
| 1 | Names of Reporting Persons LWCA Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,579,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
#6 Includes 2,349,495 shares of Class A Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
#8, #9 Includes 2,867,345 shares of Class A Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
SCHEDULE 13G |
| CUSIP No. | 20459V105 |
| 1 | Names of Reporting Persons LWCA Partners GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,579,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
#6 Includes 2,349,495 shares of Class A Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
#8, #9 Includes 2,867,345 shares of Class A Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
SCHEDULE 13G |
| CUSIP No. | 20459V105 |
| 1 | Names of Reporting Persons Stephen Errico | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 4,579,143.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN, PN |
Comment for Type of Reporting Person:
#6 Includes 2,349,495 shares of Class A Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
#8, #9 Includes 2,867,345 shares of Class A Common Stock held in certain client accounts managed by Locust Wood Capital Advisers, LLC. See Item 2 for more information.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: CompoSecure, Inc. | |
| (b) | Address of issuer's principal executive
offices: 309 PIERCE STREET, SOMERSET, New Jersey, 08873 | |
| Item 2. | ||
| (a) | Name of person filing: The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):
Locust Wood Capital, LP ("LW Capital");
Locust Wood Ultra Fund, LP ("LW Ultra");
Locust Wood Capital Advisers, LLC ("LW Capital Advisers");
LWCA Partners LP ("LWCA");
LWCA Partners GP LLC ("LWCA GP"); and
Stephen Errico, a United States citizen ("Mr. Errico").
LW Capital Advisers acts as the investment manager of LW Capital and LW Ultra and certain other managed client accounts (the "Managed Accounts"). LWCA acts as the sole member of LW Capital Advisers. LWCA GP acts as the general partner of LWCA. Mr. Errico acts as the managing member of LWCA GP.
By virtue of these relationships, LW Capital Advisers, LWCA, LWCA GP and Mr. Errico may be deemed to have dispositive power with respect to shares of Common Stock (as defined below) held in LW Capital, LW Ultra and the Managed Accounts, and voting power with respect to the shares of Common Stock held in LW Capital, LW Ultra and certain of the Managed Accounts. | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of each of the Reporting Persons is 90 Park Avenue, 27th Floor, New York, NY 10016. | |
| (c) | Citizenship: Each of LW Capital, LW Ultra and LWCA is a Delaware limited partnership. Each of LW Capital Advisers and LWCA GP is a Delaware limited liability company. Mr Errico is a citizen of the United States. | |
| (d) | Title of class of securities: Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.: 20459V105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of December 31, 2024, LW Capital beneficially owned 1,450,000 shares of Common Stock.
As of December 31, 2024, LW Ultra beneficially owned 261,978 shares of Common Stock.
LW Capital Advisers, as the investment manager of LW Capital and LW Ultra, may be deemed to have beneficially owned the 1,450,000 shares of Common Stock held by LW Capital and the 261,978 shares of Common Stock held by LW Ultra, as well as 2,867,345 shares of Common Stock held by the Managed Accounts.
LWCA, as the sole member of LW Capital Advisers, may be deemed to have beneficially owned the 4,579,143 shares of Common Stock beneficially owned by LW Capital Advisers.
LWCA GP, as the general partner of LWCA, may be deemed to have beneficially owned the 4,579,143 shares of Common Stock beneficially owned by LWCA.
Mr. Errico, as the managing member of LWCA GP, may be deemed to have beneficially owned the 4,579,143 shares of Common Stock beneficially owned by LWCA GP. | |
| (b) | Percent of class: The following percentage is based on 96,164,658 shares of Common Stock outstanding as of November 29, 2024, as disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on November 29, 2024.
As of December 31, 2024, the Reporting Persons may be deemed to have beneficially owned approximately 4.8% of the outstanding Common Stock. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Cover Pages Items 5-8. | ||
| (ii) Shared power to vote or to direct the
vote: See Cover Pages Items 5-8. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Cover Pages Items 5-8. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Cover Pages Items 5-8. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A of the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on October 11, 2024. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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