CompoSecure, Inc. — Major Shareholding Notification 2024

Nov 8, 2024

SC 13G/A 1 p24-3050sc13ga.htm COMPOSECURE, INC.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CompoSecure, Inc.
(Name of Issuer)
Class A Common Stock,
par value $0.0001 per share
(Title of Class of Securities)
20459V105
(CUSIP Number)
September 30, 2024
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 6 Pages)

---

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Field: Page; Sequence: 1; Options: NewSection; Value: 2

CUSIP No. 20459V105 13G/A Page 2 of 6 Pages

Field: /Page

1	NAMES OF REPORTING PERSONS Highbridge Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,579,654 shares of Class A Common Stock issuable upon exercise of warrants and exchange of exchangeable notes
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,579,654 shares of Class A Common Stock issuable upon exercise of warrants and exchange of exchangeable notes
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,579,654 shares of Class A Common Stock issuable upon exercise of warrants and exchange of exchangeable notes
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.16%
12	TYPE OF REPORTING PERSON IA, OO

Field: Page; Sequence: 2; Value: 2

CUSIP No. 20459V105 13G/A Page 3 of 6 Pages

Field: /Page

Item 1(a).
The name of the issuer is CompoSecure, Inc. (the “ Company ”).

Item 1(b).
The Company's principal executive offices are located at 309 Pierce Street, Somerset, New Jersey 08873.

Item 2(a).
This statement is filed by Highbridge Capital Management, LLC (“ Highbridge ” or the “ Reporting Person ”), a Delaware limited liability company and the investment adviser to certain funds and accounts (the “ Highbridge Funds ”), with respect to the shares of Class A Common Stock (as defined in Item 2(d) below) issuable upon exercise of warrants and exchange of certain exchangeable notes directly held by the Highbridge Funds.
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Class A Common Stock reported herein.

Item 2(b).
The address of the business office of Reporting Person is 277 Park Avenue,
23rd Floor, New York, New York 10172.

Item 2(c).
Highbridge is a Delaware limited liability company.

Item 2(d).
Class A Common Stock, par value $0.0001 per share (the “ Class A Common Stock ”).

Item 2(e).
20459V105

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act,
(b)	¨	Bank as defined in Section 3(a)(6) of the Act,
(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act,

Field: Page; Sequence: 3; Value: 2

CUSIP No. 20459V105 13G/A Page 4 of 6 Pages

Field: /Page

(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
(g)	¨	Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
(h)	¨	Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:	_______

| Item 4. |
| --- |
| The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page of the Reporting Person and is incorporated herein by reference. |
| The percentages set forth herein are calculated based
upon 82,542,223 shares of Class A Common Stock reported to be outstanding as of Septermber 18, 2024, as reported in the Company's
Prospectus filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission on September 20, 2024, and assumes the
exercise of the warrants and the exchange of the exchangeable notes reported herein. |

| Item 5. |
| --- |
| If this statement is being filed to report
the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class
of securities, check the following: ý |

Field: Page; Sequence: 4; Value: 2

CUSIP No. 20459V105 13G/A Page 5 of 6 Pages

Field: /Page

Item 6.
See Item 2. The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

Item 10.
The Reporting Person hereby makes the following certification:
By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Field: Page; Sequence: 5; Value: 2

CUSIP No. 20459V105 13G/A Page 6 of 6 Pages

Field: /Page

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: November 8, 2024
HIGHBRIDGE CAPITAL MANAGEMENT, LLC
By:	/s/ Kirk Rule
Name:	Kirk Rule
Title:	Executive Director