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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
CGI Magyar Holdings LLC

(Last) (First) (Middle)
301 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Compass Diversified Holdings [ CODI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/11/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common(1) 07/11/2024 S 100,000 D $22.5451 7,891,471 D(1)(2)
Common(1) 07/12/2024 S 30,319 D $22.7774 7,861,152 D(1)(2)
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
1. Name and Address of Reporting Person*
CGI Magyar Holdings LLC

(Last) (First) (Middle)
301 RIVERSIDE AVENUE

(Street)
WESTPORT CT 06880

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Stevns Trust

(Last) (First) (Middle)
WESSEX HOUSE 5TH FLOOR
45 REID STREET

(Street)
HAMILTON D0 HM12

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Path Spirit LTD

(Last) (First) (Middle)
10 NORWICH STREET

(Street)
LONDON X0 EC4A 1BD

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Common Shares are owned directly by CGI Magyar Holdings LLC., ("CGI Magyar") a Delaware LLC with its principal offices at 301 Riverside Avenue, Westport, CT 06680. CGI Maygar was formed for the purpose of holding the CODI shares. CGI Magyar is owned 99.6% by The Stevns Trust and 0.04% by Anholt Services (USA), Inc. The Stevns Trust is a Bermudian charitable trust, engaged in the principal business of distributing income for charitable purposes, with its principal offices at Wessex House, 5th Floor, 45 Reid St., Hamilton HM12.
2. The Co-Trustees of the Trust are Kattegat Private Trustees (Bermuda) Limited ("KPTBL") and Hamilton Trust Company Limited ("HTCL"), Bermudian trust companies each with its principal offices at Wessex House 5th Fl., 45 Reid Street, Hamilton HM12, Bermuda. Path Spirit Limited is the trust protector for The Stevns Trust. KPTBL is wholly owned by The Lund Purpose Trust, a Bermudian purpose trust with its principal offices at Thistle House, 4 Burnaby Street, Hamilton HM 11, Bermuda, formed for the sole purpose of holding the shares of KPTBL. HTCL is owned 60% by Moore Stephens Bermuda L.P., a Bermuda exempted and limited partnership, and 40% by Lisvane Holdings Ltd., a local Bermuda company. CGI Mayar and Path Spirit Limited disclaim beneficial ownership of the Shares, except to the extent of their pecuniary interest therein.
Remarks:
Exhibit 99.1 - Joint Filer Information Exhibit 99.2 - Supplemental Joint Filer Information
CGI MAGYAR HOLDINGS LLC., By: /s/ Cora Lee Starzomski, Director 07/15/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

 

Exhibit 99.1

 

Form 4 Joint Filer Information

 

Name:Stevns Trust
  
Address:Wessex House – 5th Floor
 45 Reid Street
 Hamilton, Bermuda HM12
  
Designated Filer:CGI Magyar Holdings LLC
  
Issuer & Ticker Symbol:Compass Diversified Holdings (CODI)
  
Date of Event Requiring Statement:July 11, 2024

 

  Stevns Trust
   
  By: Kattegat Private Trustees (Bermuda) Limited, its co-trustee
  By: Hamilton Trust Company Limited, its co-trustee
   
  By: /s/ Linda Longworth, Director

 

 


 

Exhibit 99.2

 

Form 4 Supplemental Joint Filer Information

 

Name:Path Spirit Limited
  
Address:10 Norwich Street
 London EC4A 1BD
 United Kingdom
  
Designated Filer:Anholt Investments Ltd.
  
Issuer & Ticker Symbol:Compass Diversified Holdings (CODI)
  
Date of Event Requiring Statement:July 11, 2024

 

Path Spirit Limited
  
 By: /s/ Poul Karlshoej, Director

 

 


 

Exhibit 99.1

 

Form 4 Joint Filer Information

 

Name:Stevns Trust
  
Address:Wessex House – 5th Floor
 45 Reid Street
 Hamilton, Bermuda HM12
  
Designated Filer:CGI Magyar Holdings LLC
  
Issuer & Ticker Symbol:Compass Diversified Holdings (CODI)
  
Date of Event Requiring Statement:July 11, 2024

 

  Stevns Trust
   
  By: Kattegat Private Trustees (Bermuda) Limited, its co-trustee
  By: Hamilton Trust Company Limited, its co-trustee
   
  By: /s/ Linda Longworth, Director

 

 


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