09/10/2025 | Press release | Distributed by Public on 09/10/2025 17:05
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lowe Adam Joseph C/O COMPOSECURE, INC. 309 PIERCE STREET SOMERSET, NJ 08873 |
Chief Product & Innov. Officer |
/s/ Adam Lowe, by attorney-in-fact Steven J. Feder | 09/10/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Issued to the Reporting Person for no additional consideration pursuant to an earn-out provision in the agreement and plan of merger (the "Merger Agreement") executed in connection with the acquisition by the issuer (f/k/a Roman DBDR Tech Acquisition Corp.) of CompoSecure Holdings, L.L.C. (the "Merger"), which was completed on December 27, 2021. |
(2) | The value of these shares were established in the Merger Agreement. |
(3) | Includes (A) 534,679 shares of Class A Common Stock owned by the reporting person, (B) 175,444 shares of Class A Common Stock underlying the RSUs that will vest on January 1, 2026, (C) 51,064 shares of Class A Common Stock underlying the RSUs that will vest on January 1, 2026, (D) 172,927 shares of Class A Common Stock underlying the RSUs that will vest on January 1, 2026, and (E) 147,960 shares of Class A Common Stock underlying RSUs that will vest in three equal installments on February 26, 2028, February 26, 2030 and February 26, 2032, subject in each case to the reporting person's continued service as of the applicable vesting date. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes. |
(4) | Includes 412,584 performance-vesting RSUs, which will vest over the applicable performance period based on the achievement of the provided performance targets, as set forth in the respective governing award agreement, subject in each case to the reporting person's continued service as of the applicable vesting date. The RSUs will be settled into Class A Common Stock upon vesting and may be settled net of shares withheld to pay applicable taxes. |