Compass, Inc. — Director's Dealing 2021

Apr 1, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Compass, Inc. (COMP)
CIK: 0001563190
Period of Report: 2021-03-31

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	421150	Direct
Class A Common Stock	8190870	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class C Common Stock	$		Class C Common Stock (15244490)		Direct
Restricted Stock Unit (RSU)	$		Class A Common Stock (8611810)		Direct
Restricted Stock Unit (RSU)	$		Class A Common Stock (8611810)		Direct
Restricted Stock Unit (RSU)	$		Class A Common Stock (8611810)		Direct

Footnotes

F1: Represents: (i) 2,533,350 shares of Class A Common Stock held of record by The Compass 2015 GRAT; (ii) 5,305,520 shares of Class A Common Stock held of record by The Compass 2017 GRAT; and (iii) 352,000 shares of Class A Common Stock held of record by The Ruth Reffkin Family Trust.

F2: Each share of the Issuer's Class C Common Stock will automatically be converted into one (1) share of the Issuer's Class A Common Stock upon (a) (i) the date fixed by the Board of Directors that is no less than 61 days and no more than 180 days following the first time after 11:59 p.m. Eastern Time on the date hereof that the number of shares held by the Reporting Person and certain related entities is less than fifty percent (50%) of the number of shares of Class C Common Stock held by the Reporting Person and such related entities as of the date hereof; (ii) the date fixed by the Board of Directors that is no less than 61 days and no more than 180 days following the first time after 11:59 p.m. Eastern Time on the date hereof that both (A) the Reporting Person is no longer providing services to this corporation as an officer, employee, or consultant, and

F3: [continuation of fn(2)] (B) the Reporting Person is no longer a director of this corporation as a result of a voluntary resignation by the Reporting Person; (iii) the date fixed by the Board of Directors that is no less than 61 days and no more than 180 days following the date that Reporting Person employment with the Issuer is terminated for Cause for Termination; (iv) the date that is twelve (12) months after the death or disability of the Reporting Person; (v) two (2) days prior to the specified date upon which the Issuer's shares of capital stock will be included on the S&P 500 index following written notice; (vi) the date specified by the affirmative vote of the holders of Class C Common Stock representing not less than two-thirds (2/3) of the voting power of the outstanding shares of Class C Common Stock, voting separately as a single class; or (vii) seven (7) years from the date hereof or (b) at the option of the Reporting Person.

F4: The RSUs vest only upon the satisfaction of both (i) a service-based vesting condition and (ii) the achievement of performance-based vesting conditions subject to the Reporting Person's provision of service to the Issuer through each vesting date. The service-based vesting condition requires the Reporting Person to provide service through January 1, 2024 and the performance-based vesting conditions provides that 12.5% of securities will vest subject to the achievement of a market price per share of $23.14 per share of the Issuers Class A Common Stock following the effectiveness of the Issuer's initial public offering (the "IPO") or 150% of the price of $15.43, or the "reference price." An additional 12.5% of the RSUs will vest upon the achievement of a market price per share of the Issuer's Class A Common Stock at each of 200%, 250%, 300%, 350%, 400%, 450% and 500% of the reference price.

F5: [continuation of fn(4)] The price per share of the Issuer's Class A Common Stock will be based on the weighted average trading price of the Issuer's Class A Common Stock on any 30 trading-day-window period beginning on the first trading day on or following the 210th day after the effectiveness of the IPO.

F6: Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.

F7: 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.