Gregory M. Hart Form 4 Compass / Gregory M. Hart 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^*

Hart Gregory M.

(Last) (First) (Middle)

C/O COMPASS, INC.

90 FIFTH AVENUE

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2023

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	04/04/2023		M		68,456	A	$0(1)	622,704	D
Class A Common Stock	04/04/2023		F(2)		16,670	D	$3.2	606,034	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)	04/04/2023		M			17,280	(3)	(3)	Class A Common Stock	17,280	$0	432,150	D
Restricted Stock Unit (RSU)	(1)	04/04/2023		M			51,176	(4)	(4)	Class A Common Stock	51,176	$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. Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of RSUs.

3. The RSUs vest as to 20% of the total shares on April 13, 2021 and 1.667% monthly thereafter, with 100% of the shares vested on April 13, 2025, subject to continued service through each vesting date.

4. The RSUs vest as to the 25% of the shares on each of June 15, 2022, September 15, 2022, December 15, 2022, and March 15, 2023, with 100% of the total shares vested on March 15, 2023, subject to the reporting person's provision of service to Issuer on each vesting date. The RSU award is the first in a series of four awards associated with the recipient's 2022 annual refresh grant, the remaining three of which will be awarded following March 15, 2023, March 15, 2024, and March 15, 2025 respectively (each, a "Vesting Commencement Date"), and each RSU award will vest in quarterly installments over the 12-month period immediately following the relevant Vesting Commencement Date subject to the reporting person's employment by Issuer on each vesting date. Each annual award in the series may be granted in the form of RSUs or cash at Issuer's election.

Remarks:

	/s/ Bradley K. Serwin, as attorney-in-fact	04/06/2023
	** 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).
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