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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Compass, Inc. [ COMP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/03/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/03/2023 | M | 179,410 | A | $0(1) | 600,560 | D | |||
Class A Common Stock | 11/03/2023 | F(2) | 99,214 | D | $2.19 | 501,346 | D | |||
Class A Common Stock | 11/03/2023 | D(3) | 80,196 | D | $0(3) | 421,150 | D | |||
Class A Common Stock | 8,328,116 | I | See Footnotes(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | 11/03/2023 | M | 179,410 | (5) | (5) | Class A Common Stock | 179,410 | $0 | 358,830 | D | ||||
Class C Common Stock | (3)(6) | 11/03/2023 | A | 80,196 | (6) | (6) | Class A Common Stock | 80,196 | $0 | 15,054,948 | D | ||||
Class C Common Stock | (6) | (6) | (6) | Class A Common Stock | 4,125,000 | 4,125,000 | I | See footnote(7) |
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. Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of RSUs. |
3. Represents the conversion by the reporting person of Class A Common Stock for Class C Common Stock elected by the reporting person pursuant to an Equity Exchange Right Agreement with the Issuer. |
4. Represents (i) 4,648,000 shares of Class A Common Stock owned by the 2021 Reffkin Remainder Interest Trust, (ii) 3,190,870 shares of Class A Common Stock owned by the Reffkin Investment II Corp, (iii) 411,111 shares of Class A Common Stock owned by The Ruth Reffkin Family Trust and (iv) 78,135 shares of Class A Common Stock owned by the Reffkin 2022 Family Trust. |
5. The RSUs vest as to 1/48th of the total shares on the 25th of each month following January 1, 2020, subject to continued service through each vesting date. |
6. Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time. |
7. Shares owned by Reffkin Investment I Corp. The Robert Lee Reffkin Revocable Trust is the sole and controlling shareholder of Reffkin Investment I Corp. |
Remarks: |
/s/ Bradley K. Serwin, as attorney-in-fact | 11/07/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |