Norton David Y Form 3 COMPASS Pathways / David Y Norton ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Norton David Y

(Last) (First) (Middle)

COMPASS PATHWAYS PLC

33 BROADWICK STREET

(Street)

LONDON X0 W1F 0DQ

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2022

3. Issuer Name and Ticker or Trading Symbol
COMPASS Pathways plc [ CMPS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares(1)	23,740(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Share Option (Right to Buy)	(3)	07/20/2029	Ordinary Shares(1)	99,049	1.49	D
Share Option (Right to Buy)	(4)	03/30/2030	Ordinary Shares(1)	14,771	2.54	D
Share Option (Right to Buy)	(5)	09/18/2030	Ordinary Shares(1)	21,584	17	D
Share Option (Right to Buy)	(6)	10/01/2031	Ordinary Shares(1)	12,000	29.87	D

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. Includes 23,740 Restricted Share Units ("RSUs") granted under the Issuer's 2020 Share Option and Incentive Plan. Each RSU represents a contingent right to receive one Ordinary Share. 25% of the RSUs vested on August 12, 2021, with the remainder vesting in twelve equal quarterly installments thereafter.

3. This option is fully vested and exercisable as of the date hereof. The exercise price is GBP 1.09 and has been translated to USD in the table above at an exchange rate of GBP 1.00 to $1.3673 USD.

4. This option is fully vested and exercisable as of the date hereof. The exercise price is GBP 1.86 and has been translated to USD in the table above at an exchange rate of GBP 1.00 to $1.3673 USD.

5. 25% of the shares underlying this option vested and became exercisable on September 18, 2021, with the remainder vesting in thirty-six equal monthly installments thereafter.

6. 25% of the shares underlying this option will vest and become exercisable on October 1, 2022, with the remainder vesting in thirty-six equal monthly installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Daniel Maalo by Power of Attorney for David York Norton	01/03/2022
	** 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 5 (b)(v).
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