Compass, Inc. — Director's Dealing 2021

Nov 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Compass, Inc. (COMP)
CIK: 0001563190
Period of Report: 2021-10-28

Reporting Person: Reffkin Robert L. (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-28	Class A Common Stock	M	3767660	—	Acquired	4188810	Direct
2021-10-28	Class A Common Stock	F	1839448	$12.89	Disposed	2349362	Direct
2021-10-28	Class A Common Stock	D	1928212	—	Disposed	421150	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-28	Restricted Stock Unit (RSU)	$	M	3767660	Disposed		Class A Common Stock (3767660)	Direct
2021-10-28	Class C Common Stock	$	A	1928212	Acquired		Class A Common Stock (1928212)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	8601981	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class C Common Stock	$		Class A Common Stock (4125000)	4125000	Indirect

Footnotes

F1: Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.

F2: Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of RSUs.

F3: Represents the conversion by the reporting person of Class A Common Stock for Class C Common Stock elected by the reporting person pursuant to an Equity Exchange Right Agreement with the Issuer.

F4: Represents (i) 4,648,000 shares of Class A Common Stock owned by the 2021 Reffkin Remainder Interest Trust, (ii) 3,190,870 shares of Class A Common Stock owned by the Reffkin Investment II Corp and (iii) 763,111 shares of Class A Common Stock owned by The Ruth Reffkin Family Trust.

F5: The RSUs vest as to 1/48th of the total shares on the 25th of each month following January 1, 2020, subject to continued service through each vesting date, provided, however the Reporting Person is not subject to an involuntary termination (as further defined in the Reporting Person's award agreement) within 12 months after the effectiveness of the Issuer's IPO.

F6: Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time.

F7: Shares owned by Reffkin Investment I Corp. The Robert Lee Reffkin Revocable Trust is the sole and controlling shareholder of Reffkin Investment I Corp.