SEC Info - Softbank Vision Fund (Aiv M1) L.P., et al. - ‘4’ for 4/6/21 re: Compass, Inc.

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).

1. Name and Address of Reporting Person^*

SVF Excaliber (Cayman) Ltd

(Last)

(First)

(Middle)

C/O WALKERS CORP LTD., CAYMAN

CORPORATE CENTRE, 190 ELGIN AVENUE

(Street)

GEORGE TOWN

KY1-9008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Compass, Inc. [ COMP ]

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)
4/6/21

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	4/6/21		C		118,291,263	A	⁽¹⁾	128,365,273	I	See footnotes ⁽²⁾ ⁽³⁾
Class A Common Stock	4/6/21		P		4,000,000	A	$18	132,365,273	I	See footnotes ⁽²⁾ ⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	4/6/21		C			18,056,840	⁽¹⁾	⁽¹⁾	Class A Common Stock	18,056,840	⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾
Series B Preferred Stock	⁽¹⁾	4/6/21		C			2,227,800	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,227,800	⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾
Series E Preferred Stock	⁽¹⁾	4/6/21		C			66,688,200	⁽¹⁾	⁽¹⁾	Class A Common Stock	68,307,043	⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾
Series F Preferred Stock	⁽¹⁾	4/6/21		C			13,494,130	⁽¹⁾	⁽¹⁾	Class A Common Stock	13,494,130	⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾
Series G Preferred Stock	⁽¹⁾	4/6/21		C			16,205,450	⁽¹⁾	⁽¹⁾	Class A Common Stock	16,205,450	⁽¹⁾	0	I	See footnotes ⁽²⁾ ⁽³⁾

1. Name and Address of Reporting Person^*

SVF Excaliber (Cayman) Ltd

(Last)

(First)

(Middle)

C/O WALKERS CORP LTD., CAYMAN

CORPORATE CENTRE, 190 ELGIN AVENUE

(Street)

GEORGE TOWN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SVF Endurance (Cayman) Ltd

(Last)

(First)

(Middle)

C/O WALKERS CORP LTD., CAYMAN

CORPORATE CENTRE, 190 ELGIN AVENUE

(Street)

GEORGE TOWN

KY1-9008

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SB INVESTMENT ADVISERS (UK) LTD

(Last)

(First)

(Middle)

69 GROSVENOR STREET,

(Street)

LONDON

W1K 3JP

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SOFTBANK VISION FUND (AIV M1) L.P.

(Last)

(First)

(Middle)

251 LITTLE FALLS DRIVE

(Street)

WILMINGTON

19808

(City)

(State)

(Zip)

Explanation of Responses:

(1) Upon the closing of the Issuer's initial public offering, each share of the Issuer's Series A, B, C, D, F and G Preferred Stock automatically converted into shares of the Issuer's Class A Common Stock on a 1-to-1 basis, and each share of the Issuer's Series E Preferred Stock automatically converted into shares of the Issuer's Class A Common Stock on a 1-to-1.0242748 basis.

(2) The securities reported herein are held of record by SVF Excalibur (Cayman) Limited, which is a wholly owned subsidiary of SVF Endurance (Cayman) Limited, which is a wholly owned subsidiary of SoftBank Vision Fund (AIV M1) L.P. SB Investment Advisers (UK) Limited has been appointed as alternative investment fund manager ("AIFM") and is exclusively responsible for managing SoftBank Vision Fund (AIV M1) L.P. in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly.

(3) As AIFM of SoftBank Vision Fund (AIV M1) L.P., SB Investment Advisers (UK) Limited is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund (AIV M1) L.P.'s investments. As a result, each of the reporting persons may be deemed to share beneficial ownership of the securities reported herein. Each of them disclaims any such beneficial ownership except to the extent of its pecuniary interest therein.

Remarks:

	SVF Excalibur (Cayman) Limited By: /s/ Brian Wheeler, Director	4/8/21
	SVF Endurance (Cayman) Limited By: /s/ Brian Wheeler, Director	4/8/21
	SoftBank Vision Fund (AIV M1) L.P., By: SB Investment Advisers (UK) Limited, its manager, By: /s/ Brian Wheeler, General Counsel	4/8/21
	SB Investment Advisers (UK) Limited By: /s/ Brian Wheeler, General Counsel	4/8/21
	** 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.

____________ Transaction Codes:
C	Conversion of derivative security.
P	Open market or private purchase of non-derivative or derivative security.

Softbank Vision Fund (Aiv M1) L.P., et al. – ‘4’ for 4/6/21 re: Compass, Inc.

On: Thursday, 4/8/21, at 9:39pm ET · For: 4/6/21 · Accession #: 899243-21-15454 · File #: 1-40291

Previous ‘4’: ‘4’ on 10/13/20 for 10/9/20 · Next: ‘4’ on 4/28/21 for 4/26/21 · Latest: ‘4’ on 1/11/24 for 1/9/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Softbank Vision Fund (Aiv M1) L.P., et al. – ‘4’ for 4/6/21 re: Compass, Inc.

On: Thursday, 4/8/21, at 9:39pm ET · For: 4/6/21 · Accession #: 899243-21-15454 · File #: 1-40291

Previous ‘4’: ‘4’ on 10/13/20 for 10/9/20 · Next: ‘4’ on 4/28/21 for 4/26/21 · Latest: ‘4’ on 1/11/24 for 1/9/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents