Form 4 for GPGI GPGI, Inc.
Accepted 2024-09-17 00:00:00 ET · period of report 2024-09-17 · accession 0001104659-24-100755 · 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 | 2024-09-17 | 2024-09-17 | GPGI | Wilk Jonathan | Pres, CEO, Dir | C - Cnv Deriv | — | +1.24M | 1.24M | New | — |
| DI | 2024-09-17 | 2024-09-17 | GPGI | Wilk Jonathan | Pres, CEO, Dir | S - Sale | $7.55 | -618.0K | 618.0K | -50% | -$4.67M |
| DI | 2024-09-17 | 2024-09-17 | GPGI | Wilk Jonathan | Pres, CEO, Dir | C - Cnv Deriv | $0.00 | -1.24M | 0 | -100% | $0 |
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, $0.0001 par value | 2024-09-17 | C | A | 1,236,027 | — | 1,236,027 | I By CompoSecure Employee LLC | — | — | (F2) The unregistered Class B Common Stock and corresponding number of unregistered Class B Common Units were issued by CompoSecure Holdings, L.L.C (a subsidiary of the Issuer) and are exchangeable for Class A Common Stock on a share-for-share basis, subject to adjustment, and a corresponding cancellation of the Class B Common Stock held by such Reporting Person. (F1) Pursuant to that certain Stock Purchase Agreement, dated August 7, 2024, by and between the Reporting Person and Tungsten 2024 LLC, a Delaware limited liability company ("Tungsten"), whereby Tungsten has agreed to purchase 618,014 shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock") from the Reporting Person (the "Purchased Shares"). In connection with the purchase of the Purchased Shares, the Reporting Person agreed to convert an aggregate of 1,236,027 shares of unregistered Class B Common Stock, par value $0.0001 ("Class B Common Stock") and a corresponding number of unregistered Class B Common Units issued by CompoSecure Holdings, L.L.C. (a subsidiary of the Issuer) that were exchangeable for Class A Common Stock on a share-for-share basis, for no additional consideration, subject to adjustment, and a corresponding cancellation of the Class B Common Stock. (F3) The reported securities are held directly by CompoSecure Employee LLC, and the Reporting Person (the sole member of CompoSecure Employee LLC) may be deemed to have sole power to vote or dispose of these securities. The Reporting Person may be deemed the beneficial owner of the shares of Class A Common Stock held by CompoSecure Employee LLC because he is its sole member. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 2 | Common | Class A Common Stock, $0.0001 par value | 2024-09-17 | S | D | 618,014 | $7.55 | 618,013 | I See footnote | — | — | (F3) The reported securities are held directly by CompoSecure Employee LLC, and the Reporting Person (the sole member of CompoSecure Employee LLC) may be deemed to have sole power to vote or dispose of these securities. The Reporting Person may be deemed the beneficial owner of the shares of Class A Common Stock held by CompoSecure Employee LLC because he is its sole member. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. |
| 3 | Derivative | Class B Common Stock, $0.0001 par value | 2024-09-17 | C | D | 1,236,027 | $0.00 | 0 | I By CompoSecure Employee LLC | — · — to — | 1,236,027 Class A Common Stock, $0.0001 par value | (F3) The reported securities are held directly by CompoSecure Employee LLC, and the Reporting Person (the sole member of CompoSecure Employee LLC) may be deemed to have sole power to vote or dispose of these securities. The Reporting Person may be deemed the beneficial owner of the shares of Class A Common Stock held by CompoSecure Employee LLC because he is its sole member. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. (F2) The unregistered Class B Common Stock and corresponding number of unregistered Class B Common Units were issued by CompoSecure Holdings, L.L.C (a subsidiary of the Issuer) and are exchangeable for Class A Common Stock on a share-for-share basis, subject to adjustment, and a corresponding cancellation of the Class B Common Stock held by such Reporting Person. |