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Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 3/8/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1345126 |
| Issuer Name: Compass Diversified Holdings |
| Issuer Trading Symbol: CODI |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 2006920 |
| | Owner Name: CGI Magyar Holdings LLC |
| Reporting Owner Address: |
| | Owner Street 1: 301 RIVERSIDE AVENUE |
| | Owner Street 2: |
| | Owner City: WESTPORT |
| | Owner State: CT |
| | Owner ZIP Code: 06880 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 2006996 |
| | Owner Name: Stevns Trust |
| Reporting Owner Address: |
| | Owner Street 1: WESSEX HOUSE 5TH FLOOR |
| | Owner Street 2: 45 REID STREET |
| | Owner City: HAMILTON |
| | Owner State: D0 |
| | Owner ZIP Code: HM12 |
| | Owner State Description: BERMUDA |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1431113 |
| | Owner Name: Path Spirit LTD |
| Reporting Owner Address: |
| | Owner Street 1: 10 NORWICH STREET |
| | Owner Street 2: |
| | Owner City: LONDON |
| | Owner State: X0 |
| | Owner ZIP Code: EC4A 1BD |
| | Owner State Description: UNITED KINGDOM |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common |
| | Transaction Date: |
| | | Value: 3/8/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,510 |
| | | Transaction Price Per Share: |
| Value: 24.92 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,991,471 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnote ID: F2 |
| Footnote ID: F3 |
| Footnotes: |
| Footnote - F1: The reporting person's sale of common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934 with the reporting person's purchase of 7,510 shares of common stock at a price of $18.1141 per share on October 4, 2023. The reporting person has paid to the issuer $50,633.04, representing the full amount of the profit realized in connection with the short-swing transaction. |
| Footnote - F2: 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. |
| Footnote - F3: 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 |
| Owner Signature: |
| Signature Name: CGI MAGYAR HOLDINGS LLC., By: /s/ Cora Lee Starzomski, Director |
| Signature Date: 3/12/24 |
