Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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Compass, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
20464U100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 20464U100 |
| 1 | Names of Reporting Persons
Robert L. Reffkin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
23,401,530.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Sole Voting Power, Shared Voting Power, Sole Dispositive Power, Shared Dispositive Power, Aggregate amount beneficially owned by each reporting person (footnotes (1)(2))Percent of Class represented by amount in row (9) (footnotes (2)(3)(4))(1) Consists of (i) 3,000,000 shares of Class A common stock held of record by Mr. Reffkin, (ii) 7,633,787 shares of Class C common stock held of record by Mr. Reffkin, (iii) 814,627 shares of Class A common stock subject to outstanding Restricted Stock Units ("RSUs") held of record by Mr. Reffkin for which the service condition has been satisfied or would be satisfied within 60 days of December 31, 2024, (iv) 411,111 shares of Class A common stock held of record by Ruth Reffkin Family Trust, (v) 4,148,000 shares of Class A common stock held of record by 2021 Reffkin Remainder Interest Trust, (vi) 3,190,870 shares of Class A common stock held of record by Reffkin Investment II Corp, (vii) 4,125,000 shares of Class C common stock held of record by Reffkin Investment I Corp, and (viii) 78,135 shares of Class A common stock held of record by Reffkin 2022 Family Trust. The reporting person has shared voting and dispositive power over shares listed in (iv), (v), (vii) and (viii) above and sole voting and dispositive power over shares listed in (vi) above.(2) Each share of Class A common stock is entitled to one vote and each share of Class C common stock is entitled to twenty votes. Each share of Class C common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Restated Certificate of Incorporation. In addition, each share of Class C common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Restated Certificate of Incorporation.(3) The percent of class was calculated based on 501,304,545 shares of Class A common stock and 11,758,787 shares of Class C common stock outstanding as of December 31, 2024, as provided by the Issuer.(4) Based on the aggregate number of shares of Class A common stock and Class C common stock beneficially owned by the reporting person. The percenta
ge reported does not reflect the twenty for one voting power of the Class C common stock. The 10,828,116 shares of Class A common stock, 11,758,787 shares of Class C common stock and 814,627 shares of Class A common stock subject to outstanding RSUs beneficially owned by the reporting person represent 33.5% of the aggregate combined voting power of the Class A common stock and Class C common stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Compass, Inc. | |
| (b) | Address of issuer's principal executive offices:
110 Fifth Avenue, 4th Floor, New York, NY, 10011 | |
| Item 2. | ||
| (a) | Name of person filing:
Robert L. Reffkin | |
| (b) | Address or principal business office or, if none, residence:
110 Fifth Avenue, 4th Floor, New York, New York, 10011 | |
| (c) | Citizenship:
United States of America | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
20464U100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
23,401,530(1)(2)(1) Consists of (i) 3,000,000 shares of Class A common stock held of record by Mr. Reffkin, (ii) 7,633,787 shares of Class C common stock held of record by Mr. Reffkin, (iii) 814,627 shares of Class A common stock subject to outstanding Restricted Stock Units ("RSUs") held of record by Mr. Reffkin for which the service condition has been satisfied or would be satisfied within 60 days of December 31, 2024, (iv) 411,111 shares of Class A common stock held of record by Ruth Reffkin Family Trust, (v) 4,148,000 shares of Class A common stock held of record by 2021 Reffkin Remainder Interest Trust, (vi) 3,190,870 shares of Class A common stock held of record by Reffkin Investment II Corp, (vii) 4,125,000 shares of Class C common stock held of record by Reffkin Investment I Corp, and (viii) 78,135 shares of Class A common stock held of record by Reffkin 2022 Family Trust. The reporting person has shared voting and dispositive power over shares listed in (iv), (v), (vii) and (viii) above and sole voting and dispositive power over shares listed in (vi) above.(2) Each share of Class A common stock is entitled to one vote and each share of Class C common stock is entitled to twenty votes. Each share of Class C common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Restated Certificate of Incorporation. In addition, each share of Class C common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Restated Certificate of Incorporation. | |
| (b) | Percent of class:
4.6(2)(3)(4)(2) Each share of Class A common stock is entitled to one vote and each share of Class C common stock is entitled to twenty votes. Each share of Class C common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Restated Certificate of Incorporation. In addition, each share of Class C common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Restated Certificate of Incorporation.(3) The percent of class was calculated based on 501,304,545 shares of Class A common stock and 11,758,787 shares of Class C common stock outstanding as of December 31, 2024, as provided by the Issuer.(4) Based on the aggregate number of shares of Class A common stock and Class C common stock beneficially owned by the reporting person. The percentage reported does not reflect the twenty for one voting power of the Class C common stock. The 10,828,116 shares of Class A common stock, 11,758,787 shares of Class C common stock and 814,627 shares of Class A common stock subject to outstanding RSUs beneficially owned by the reporting person represent 33.5% of the aggregate combined voting power of the Class A common stock and Class C common stock. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
14,639,284(1)(2)(1) Consists of (i) 3,000,000 shares of Class A common stock held of record by Mr. Reffkin, (ii) 7,633,787 shares of Class C common stock held of record by Mr. Reffkin, (iii) 814,627 shares of Class A common stock subject to outstanding Restricted Stock Units ("RSUs") held of record by Mr. Reffkin for which the service condition has been satisfied or would be satisfied within 60 days of December 31, 2024, (iv) 411,111 shares of Class A common stock held of record by Ruth Reffkin Family Trust, (v) 4,148,000 shares of Class A common stock held of record by 2021 Reffkin Remainder Interest Trust, (vi) 3,190,870 shares of Class A common stock held of record by Reffkin Investment II Corp, (vii) 4,125,000 shares of Class C common stock held of record by Reffkin Investment I Corp, and (viii) 78,135 shares of Class A common stock held of record by Reffkin 2022 Family Trust. The reporting person has shared voting and dispositive power over shares listed in (iv), (v), (vii) and (viii) above and sole voting and dispositive power over shares listed in (vi) above.(2) Each share of Class A common stock is entitled to one vote and each share of Class C common stock is entitled to twenty votes. Each share of Class C common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Restated Certificate of Incorporation. In addition, each share of Class C common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Restated Certificate of Incorporation. | ||
| (ii) Shared power to vote or to direct the vote:
8,762,246(1)(2)(1) Consists of (i) 3,000,000 shares of Class A common stock held of record by Mr. Reffkin, (ii) 7,633,787 shares of Class C common stock held of record by Mr. Reffkin, (iii) 814,627 shares of Class A common stock subject to outstanding Restricted Stock Units ("RSUs") held of record by Mr. Reffkin for which the service condition has been satisfied or would be satisfied within 60 days of December 31, 2024, (iv) 411,111 shares of Class A common stock held of record by Ruth Reffkin Family Trust, (v) 4,148,000 shares of Class A common stock held of record by 2021 Reffkin Remainder Interest Trust, (vi) 3,190,870 shares of Class A common stock held of record by Reffkin Investment II Corp, (vii) 4,125,000 shares of Class C common stock held of record by Reffkin Investment I Corp, and (viii) 78,135 shares of Class A common stock held of record by Reffkin 2022 Family Trust. The reporting person has shared voting and dispositive power over shares listed in (iv), (v), (vii) and (viii) above and sole voting and dispositive power over shares listed in (vi) above.(2) Each share of Class A common stock is entitled to one vote and each share of Class C common stock is entitled to twenty votes. Each share of Class C common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Restated Certificate of Incorporation. In addition, each share of Class C common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Restated Certificate of Incorporation. | ||
| (iii) Sole power to dispose or to direct the disposition of:
14,639,284(1)(2)(1) Consists of (i) 3,000,000 shares of Class A common stock held of record by Mr. Reffkin, (ii) 7,633,787 shares of Class C common stock held of record by Mr. Reffkin, (iii) 814,627 shares of Class A common stock subject to outstanding Restricted Stock Units ("RSUs") held of record by Mr. Reffkin for which the service condition has been satisfied or would be satisfied within 60 days of December 31, 2024, (iv) 411,111 shares of Class A common stock held of record by Ruth Reffkin Family Trust, (v) 4,148,000 shares of Class A common stock held of record by 2021 Reffkin Remainder Interest Trust, (vi) 3,190,870 shares of Class A common stock held of record by Reffkin Investment II Corp, (vii) 4,125,000 shares of Class C common stock held of record by Reffkin Investment I Corp, and (viii) 78,135 shares of Class A common stock held of record by Reffkin 2022 Family Trust. The reporting person has shared voting and dispositive power over shares listed in (iv), (v), (vii) and (viii) above and sole voting and dispositive power over shares listed in (vi) above.(2) Each share of Class A common stock is entitled to one vote and each share of Class C common stock is entitled to twenty votes. Each share of Class C common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Restated Certificate of Incorporation. In addition, each share of Class C common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Restated Certificate of Incorporation. | ||
| (iv) Shared power to dispose or to direct the disposition of:
8,762,246(1)(2)(1) Consists of (i) 3,000,000 shares of Class A common stock held of record by Mr. Reffkin, (ii) 7,633,787 shares of Class C common stock held of record by Mr. Reffkin, (iii) 814,627 shares of Class A common stock subject to outstanding Restricted Stock Units ("RSUs") held of record by Mr. Reffkin for which the service condition has been satisfied or would be satisfied within 60 days of December 31, 2024, (iv) 411,111 shares of Class A common stock held of record by Ruth Reffkin Family Trus
t, (v) 4,148,000 shares of Class A common stock held of record by 2021 Reffkin Remainder Interest Trust, (vi) 3,190,870 shares of Class A common stock held of record by Reffkin Investment II Corp, (vii) 4,125,000 shares of Class C common stock held of record by Reffkin Investment I Corp, and (viii) 78,135 shares of Class A common stock held of record by Reffkin 2022 Family Trust. The reporting person has shared voting and dispositive power over shares listed in (iv), (v), (vii) and (viii) above and sole voting and dispositive power over shares listed in (vi) above.(2) Each share of Class A common stock is entitled to one vote and each share of Class C common stock is entitled to twenty votes. Each share of Class C common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Restated Certificate of Incorporation. In addition, each share of Class C common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Restated Certificate of Incorporation. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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