Compass (COMP) Form 4 Compass / Robert L. Reffkin 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^*

Reffkin Robert L.

(Last) (First) (Middle)

C/O COMPASS, INC.

110 FIFTH AVENUE, 4TH 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
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2023

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	01/03/2024		M		179,420	A	$0(1)	600,570	D
Class A Common Stock	01/03/2024		F(2)		101,927	D	$3.32	498,643	D
Class A Common Stock	01/03/2024		D(3)		77,493	D(3)	$0	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)
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)	12/27/2023		D			8,611,810	(5)	(5)	Class A Common Stock	8,611,810	(6)	0	D
Restricted Stock Unit (RSU)	(1)	12/27/2023		D			8,611,810	(5)	(5)	Class A Common Stock	8,611,810	(6)	0	D
Restricted Stock Unit (RSU)	(1)	01/01/2024		A		3,258,508		(7)	(7)	Class A Common Stock	3,258,508	(6)	3,258,508	D
Restricted Stock Unit (RSU)	(1)	01/03/2024		M			179,420	(8)	(8)	Class A Common Stock	179,420	$0	0	D
Class C Common Stock	(3)(9)	01/03/2024		A		77,493		(9)	(9)	Class A Common Stock	77,493	$0	15,212,637	D
Class C Common Stock	(9)							(9)	(9)	Class A Common Stock	4,125,000		4,125,000	I	See footnote(10)

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 only upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions subject to the Reporting Person's provision of service to the Issuer through each vesting date. The service-based vesting condition requires the Reporting Person to provide service through January 1, 2024 and the performance-based vesting conditions provides that 12.5% of securities will vest subject to the achievement of a market price per share of $23.14 per share of the Issuers Class A Common Stock following the effectiveness of the Issuer's initial public offering (the "IPO") or 150% of the price of $15.43, or the "reference price." An additional 12.5% of the RSUs will vest upon the achievement of a market price per share of the Issuer's Class A Common Stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price.

6. The Reporting Person and the Issuer mutually agreed to cancel the Reporting Person's performance-based Restricted Stock Units for a total of 17,223,620 shares reported as being disposed in this Form 4 at the time the Issuer approved the matters described in the Issuer's report on Form 8-K filed on December 27, 2023.

7. The RSUs vest as to 25% of the total shares on each of January 1, 2025, January 1, 2026, January 1, 2027 and January 1, 2028, subject to the reporting person's provision of service to the Issuer on each vesting date.

8. 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.

9. Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time.

10. 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	01/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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