Steven J Sordello Form 4 Compass / Steven J Sordello ownership change

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^*

Sordello Steven J

(Last) (First) (Middle)

C/O COMPASS, INC.

90 5TH AVENUE, 3RD FLOOR

(Street)

NYC NY 10011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Compass, Inc. [ COMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2022

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

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

X	Form filed by One Reporting Person
	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
Class A Common Stock	06/03/2022		M		13,662	A	$0(1)	17,230	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 (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
Restricted Stock Unit (RSU)	(1)	06/02/2022		A		40,394		(2)	(2)	Class A Common Stock	40,394	$0	40,394	D
Restricted Stock Unit (RSU)	(1)	06/02/2022		A		9,730		(3)	(3)	Class A Common Stock	9,730	$0	9,730	D
Restricted Stock Unit (RSU)	(1)	06/03/2022		M			12,472	(4)	(4)	Class A Common Stock	12,472	$0	0	D
Restricted Stock Unit (RSU)	(1)	06/03/2022		M			1,190	(5)	(5)	Class A Common Stock	1,190	$0	0	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.

2. The RSUs shall vest as to 100% on the earlier of (i) the date of the next annual meeting of the Issuer's stockholders and (ii) June 2, 2023. The RSU award was granted on June 2, 2022.

3. The RSUs shall vest as to 25% of the total shares on each of August 1, 2022, November 1, 2022, February 1, 2023, and May 1, 2023; and if not fully vested, will vest in full on the date of the next annual meeting of the Issuer's stockholders. The RSU award was granted on June 2, 2022.

4. These RSUs shall vest as to 100% on the earlier of (i) the date of the next annual meeting of the Company's stockholders and (ii) the date that is one year following the grant date.

5. 25% of the total number of these RSUs shall vest on each of August 1, 2021, November 1, 2021, February 1, 2022 and May 1, 2022; and if not fully vested, shall vest in full on the date of the next annual meeting of the Issuer's stockholders following the grant date and subject to the reporting person's provision of service to the Issuer through the applicable vesting date.

Remarks:

	/s/ Bradley K. Serwin, as attorney-in-fact	06/06/2022
	** Signature of Reporting Person	Date
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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