Form 4 for COMP Compass, Inc.
Accepted 2024-01-03 00:00:00 ET · period of report 2023-12-27 · accession 0001563190-24-000004 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-01-03 | 2024-01-03 | COMP | Reffkin Robert L. | COB, CEO, Dir | M - OptEx | $0.00 | +179.4K | 600.6K | +43% | $0 |
| D | 2024-01-03 | 2024-01-03 | COMP | Reffkin Robert L. | COB, CEO, Dir | F - Tax | $3.32 | -101.9K | 498.6K | -17% | -$338.4K |
| D | 2024-01-03 | 2024-01-03 | COMP | Reffkin Robert L. | COB, CEO, Dir | D - Sale to Iss | $0.00 | -77.5K | 421.1K | -16% | $0 |
| D | 2024-01-03 | 2024-01-03 | COMP | Reffkin Robert L. | COB, CEO, Dir | M - OptEx | $0.00 | -179.4K | 0 | -100% | $0 |
| DM | 2024-01-03 | 2024-01-01+ | COMP | Reffkin Robert L. | COB, CEO, Dir | A - Grant | $0.00 | +3.34M | 15.21M | +28% | $0 |
| DM | 2024-01-03 | 2023-12-27 | COMP | Reffkin Robert L. | COB, CEO, Dir | D - Sale to Iss | — | -17.22M | 0 | -100% | — |
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 | 2024-01-03 | M | A | 179,420 | $0.00 | 600,570 | D | — | — | (F1) Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement. |
| 2 | Common | Class A Common Stock | 2024-01-03 | F | D | 101,927 | $3.32 | 498,643 | D | — | — | |
| 3 | Common | Class A Common Stock | 2024-01-03 | D | D | 77,493 | $0.00 | 421,150 | D | — | — | (F3) 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 | Derivative | Restricted Stock Unit (RSU) | 2024-01-03 | M | D | 179,420 | $0.00 | 0 | D | — · — to — | 179,420 Class A Common Stock | (F1) Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement. (F8) 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. |
| 5 | Derivative | Restricted Stock Unit (RSU) | 2024-01-01 | A | A | 3,258,508 | — | 3,258,508 | D | — · — to — | 3,258,508 Class A Common Stock | (F6) 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. (F1) Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement. (F7) 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. |
| 6 | Derivative | Restricted Stock Unit (RSU) | 2023-12-27 | D | D | 8,611,810 | — | 0 | D | — · — to — | 8,611,810 Class A Common Stock | (F6) 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. (F1) Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement. (F5) 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. |
| 7 | Derivative | Restricted Stock Unit (RSU) | 2023-12-27 | D | D | 8,611,810 | — | 0 | D | — · — to — | 8,611,810 Class A Common Stock | (F6) 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. (F1) Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement. (F5) 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. |
| 8 | Derivative | Class C Common Stock | 2024-01-03 | A | A | 77,493 | $0.00 | 15,212,637 | D | — · — to — | 77,493 Class A Common Stock | (F9) Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time. (F3) 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. |