Form 4 for GPGI GPGI, Inc.
Accepted 2024-05-13 00:00:00 ET · period of report 2024-05-13 · accession 0001104659-24-060779 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-05-13 | 2024-05-13 | GPGI | Logan Michele | Dir, 10% | M - OptEx | $0.00 | +2.97M | 2.97M | New | $0 |
| D | 2024-05-13 | 2024-05-13 | GPGI | Logan Michele | Dir, 10% | S - Sale+OE | $6.50 | -2.97M | 20.8K | -99% | -$19.29M |
| DI | 2024-05-13 | 2024-05-13 | GPGI | Logan Michele | Dir, 10% | M - OptEx | — | -2.97M | 18.60M | -14% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-05-13 | M | A | 2,968,065 | $0.00 | 2,968,065 | I See footnote | — | — | (F3) Represents shares held directly by Ms. Michele D. Logan, a member of our board of directors. Ephesians 3:16 Holdings LLC is a manager-managed LLC, and Ms. Logan serves as the sole manager, with the ability to exercise voting and dispositive power with respect to the shares held by Ephesians 3:16 Holdings LLC. Ms. Logan is a Co-Trustee of the Carol D. Herslow Credit Shelter Trust B, and, as a result, may be deemed to share voting and dispositive power with respect to the shares held by such trust. Ms. Logan expressly disclaims beneficial ownership of the shares held by Ephesians 3:16 Holdings LLC and the Carol D. Herslow Credit Shelter Trust B. |
| 2 | Common | Class A Common Stock | 2024-05-13 | S | D | 2,968,065 | $6.50 | 20,829 | D | — | — | (F2) As described in the prospectus supplement, dated May 8, 2024, filed by the Company on May 9, 2024, in connection with an underwritten registered secondary public offering (the "Offering") and sale of Class A Common Stock of CompoSecure, Inc. by certain of its selling stockholders, Ephesians 3:16 Holdings LLC sold 2,851,141 shares of Class A Common Stock and Carol D. Herslow Credit Shelter Trust B sold 116,924 shares of Class A Common Stock at a purchase price of $6.50 per share. (F3) Represents shares held directly by Ms. Michele D. Logan, a member of our board of directors. Ephesians 3:16 Holdings LLC is a manager-managed LLC, and Ms. Logan serves as the sole manager, with the ability to exercise voting and dispositive power with respect to the shares held by Ephesians 3:16 Holdings LLC. Ms. Logan is a Co-Trustee of the Carol D. Herslow Credit Shelter Trust B, and, as a result, may be deemed to share voting and dispositive power with respect to the shares held by such trust. Ms. Logan expressly disclaims beneficial ownership of the shares held by Ephesians 3:16 Holdings LLC and the Carol D. Herslow Credit Shelter Trust B. |
| 3 | Derivative | Class B Common Stock | 2024-05-13 | M | D | 2,968,065 | — | 18,596,214 | I See footnotes | — · — to — | 2,968,065 Class A Common Stock | (F4) Total amount includes 5,845,653 shares of Class B Common Stock, 732,578 shares of Class B Common Stock, and 12,017,983 shares of Class B Common Stock and a corresponding number of Class B Common Units issued by Holdings that are exchangeable for Class A Common Stock on a share-for-share basis, subject to adjustment, pursuant to the Exchange Agreement, held by Ephesians 3:16 Holdings LLC, the Carol D. Herslow Credit Shelter Trust B and Ms. Logan, respectively. (F3) Represents shares held directly by Ms. Michele D. Logan, a member of our board of directors. Ephesians 3:16 Holdings LLC is a manager-managed LLC, and Ms. Logan serves as the sole manager, with the ability to exercise voting and dispositive power with respect to the shares held by Ephesians 3:16 Holdings LLC. Ms. Logan is a Co-Trustee of the Carol D. Herslow Credit Shelter Trust B, and, as a result, may be deemed to share voting and dispositive power with respect to the shares held by such trust. Ms. Logan expressly disclaims beneficial ownership of the shares held by Ephesians 3:16 Holdings LLC and the Carol D. Herslow Credit Shelter Trust B. (F1) On May 13, 2024, in accordance with the provisions of that certain Exchange Agreement, dated as of December 27, 2021, by and among CompoSecure, Inc., CompoSecure Holdings, L.L.C., and the other parties thereto (the "Exchange Agreement"), Ephesians 3:16 Holdings LLC voluntarily exchanged 2,851,141 shares of Class B Common Units issued by CompoSecure Holdings, L.L.C. for 2,851,141 shares of Class A Common Stock and Carol D. Herslow Credit Shelter Trust B exchanged 116,924 shares of Class B Common Units issued by CompoSecure Holdings, L.L.C. for 116,924 shares of Class A Common Stock. The corresponding number of shares of Class B Common Stock were immediately cancelled upon exchange. |