Compass, Inc. — Director's Dealing 2024

Jan 4, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Compass, Inc. (COMP)
CIK: 0001563190
Period of Report: 2023-12-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-01-03	Class A Common Stock	M	179420	—	Acquired	600570	Direct
2024-01-03	Class A Common Stock	F	101927	$3.32	Disposed	498643	Direct
2024-01-03	Class A Common Stock	D	77493	—	Disposed	421150	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-12-27	Restricted Stock Unit (RSU)	$	D	8611810	Disposed		Class A Common Stock (8611810)	Direct
2023-12-27	Restricted Stock Unit (RSU)	$	D	8611810	Disposed		Class A Common Stock (8611810)	Direct
2024-01-01	Restricted Stock Unit (RSU)	$	A	3258508	Acquired		Class A Common Stock (3258508)	Direct
2024-01-03	Restricted Stock Unit (RSU)	$	M	179420	Disposed		Class A Common Stock (179420)	Direct
2024-01-03	Class C Common Stock	$	A	77493	Acquired		Class A Common Stock (77493)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	8328116	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, (iii) 411,111 shares of Class A Common Stock owned by The Ruth Reffkin Family Trust and (iv) 78,135 shares of Class A Common Stock owned by the Reffkin 2022 Family Trust.

F5: 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.

F6: The Reporting Person and the Issuer mutually agreed to cancel the Reporting Person's performance-based Restricted Stock Units for a total of 17,223,620 shares reported as being disposed in this Form 4 at the time the Issuer approved the matters described in the Issuer's report on Form 8-K filed on December 27, 2023.

F7: The RSUs vest as to 25% of the total shares on each of January 1, 2025, January 1, 2026, January 1, 2027 and January 1, 2028, subject to the reporting person's provision of service to the Issuer on each vesting date.

F8: 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.

F9: Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time.

F10: Shares owned by Reffkin Investment I Corp. The Robert Lee Reffkin Revocable Trust is the sole and controlling shareholder of Reffkin Investment I Corp.