Compass Diversified Holdings — Director's Dealing 2011

May 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Compass Diversified Holdings (CODI)
CIK: 0001345126
Period of Report: 2011-05-18

Reporting Person: BURNS GORDON M (See Remark (a))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-18	Shares	P	850	$15.3654	Acquired	5219	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Shares	49280	Indirect
Shares	10987	Indirect
Shares	10824	Indirect
Shares	70000	Indirect
Shares	6195	Indirect

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 price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.36 to $15.37, inclusive. 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.

F3: Shares beneficially owned by the Reporting Person through the Talley Burns Executor Trust.

F4: Shares beneficially owned by the Reporting Person through the Peter Burns Executor Trust.

F5: Shares beneficially owned by the Reporting Person through the Gordon M. Burns 2009 Revocable Trust.

F6: Shares beneficially owned by the Reporting Person through the Burns Family Trust.