Compass Diversified Holdings — Director's Dealing 2009

Aug 5, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Compass Diversified Holdings (CODI)
CIK: 0001345126
Period of Report: 2009-08-03

Reporting Person: Offenberg Alan B (See Remark (a))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-03	Shares	P	265.68	$9.0282	Acquired	67831.36	Indirect
2009-08-04	Shares	P	267.36	$8.975	Acquired	68098.72	Indirect
2009-08-05	Shares	P	264.24	$9.0683	Acquired	68362.96	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Shares	13750	Direct

Footnotes

F1: Each Share represents one undivided beneficial interest in Compass Diversified Holdings (the "Trust") property and corresponds to one trust interest of Compass Group Diversified Holdings LLC held by the Trust.

F2: The purchases reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Pharos I LLC on May 29, 2008.

F3: The shares purchased on August 3, 2009 were purchased at prices ranging from $9.00 per share to $9.06 per share. Full information regarding the number of shares purchased at each separate price will be provided upon request by the SEC staff, the issuer, or any security holder of the issuer.

F4: Amounts with respect to Mr. Offenberg reflect his beneficial ownership of Shares through his pecuniary interest in Pharos I LLC.

F5: The shares purchased on August 4, 2009 were purchased at prices ranging from $8.96 per share to $8.99 per share. Full information regarding the number of shares purchased at each separate price will be provided upon request by the SEC staff, the issuer, or any security holder of the issuer.

F6: The shares purchased on August 5, 2009 were purchased at prices ranging from $9.03 per share to $9.1 per share. Full information regarding the number of shares purchased at each separate price will be provided upon request by the SEC staff, the issuer, or any security holder of the issuer.