SEC Form 4 · accession 0001144204-18-064992
Compass Diversified Holdings · CODI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Anholt Investments Ltd.
10% Owner
Navco Management, Ltd.
10% Owner
CGI Diversified Holdings, LP
10% Owner
Path Spirit LTD
10% Owner
Period of report
Dec 13, 2018
Accepted (ET)
Dec 17, 2018 · 7:18 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001345126
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1,F2,F3 | Dec 13, 2018 | P | 10,000 | $13.68 | A | 8,062,848 | I | By CGI Diversified Holdings, LP |
| Common SharesF1,F2,F3 | Dec 13, 2018 | P | 10,000 | $13.71 | A | 8,072,848 | I | By CGI Diversified Holdings, LP |
| Common SharesF1,F2,F3 | Dec 13, 2018 | P | 10,000 | $13.77 | A | 8,082,848 | I | By CGI Diversified Holdings, LP |
| Common SharesF1,F2,F3 | Dec 13, 2018 | P | 10,000 | $13.83 | A | 8,092,848 | I | By CGI Diversified Holdings, LP |
| Common SharesF1,F2,F3 | Dec 13, 2018 | P | 10,000 | $14.07 | A | 8,102,848 | I | By CGI Diversified Holdings, LP |
| Common SharesF1,F2,F3 | Dec 14, 2018 | P | 18,000 | $13.87 | A | 8,120,848 | I | By CGI Diversified Holdings, LP |
| Series A Preferred SharesF4,F2,F3 | Dec 13, 2018 | P | 5,014 | $17.89 | A | 126,560 | I | By CGI Diversified Holdings, LP |
| Series A Preferred SharesF4,F2,F3 | Dec 14, 2018 | P | 5,069 | $17.87 | A | 131,629 | I | By CGI Diversified Holdings, LP |
| Series B Preferred SharesF4,F2,F3 | Dec 13, 2018 | P | 2,200 | $19.39 | A | 117,065 | I | By CGI Diversified Holdings, LP |
| Series B Preferred SharesF5,F2,F3 | Dec 14, 2018 | P | 3,166 | $19.27 | A | 120,231 | I | By CGI Diversified Holdings, LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each Common Share represents one undivided beneficial interest in Compass Diversified Holdings (the "Trust") property and corresponds to one trust interest of Compass Group Diversified Holdings LLC (the "Company") held by the Trust.
- F2The Preferred Shares are owned directly by CGI Magyar Holdings, LLC, which is owned by Anholt Services (USA), Inc., and CGI Diversified Hungary Kft.. Anholt Services (USA), Inc. is owned by Anholt Investments Ltd. (formerly known as Compass Group Investments, Ltd.). CGI Diversified Hungary Kft. is owned by CGI Diversified Holdings, LP. CGI Diversified Holdings, LP is owned by Anholt Investments Ltd., its sole limited partner, and Navco Management, Ltd., its general partner. Anholt Investments Ltd. and Navco Management, Ltd. are wholly owned by Kattegat Limited, a Bermudian exempt company with its principal offices at Belvedere Building, 69 Pitts Bay Road, Pembroke HM 08, Bermuda. Kattegat Limited was formed for the purpose of holding and managing the endowed assets of The Kattegat Trust and is wholly owned by The Kattegat Trust.
- F3The Kattegat Trust is a Bermudian charitable trust, engaged in the principal business of distributing income for charitable purposes, with its principal offices at Wessex House, 5th Floor, 45 Reid St., Hamilton HM12. The trustee of The Kattegat Trust is Kattegat Private Trustees (Bermuda) Limited (the "Trustee"), a Bermudian trust company with its principal offices at Wessex House, 5th Floor, 45 Reid St., Hamilton HM12. Path Spirit Limited is the trust protector for The Kattegat Trust. The Trustee is wholly owned by The Lund Purpose Trust, a Bermudian purpose trust with its principal offices at Thistle House, 4 Burnaby Street, Hamilton HM 11, Bermuda, formed for the sole purpose of holding the shares of the Trustee. Anholt Investments Ltd., Navco Management, Ltd., Path Spirit Limited, Anholt Services (USA), Inc., CGI Diversified Hungary Kft. and CGI Magyar Holdings, LLC disclaim beneficial ownership of the Shares, except to the extent of their pecuniary interest therein.
- F4Each Series A Preferred Share corresponds to one underlying trust preferred interest of the Company held the Trust of the same class and series, and with corresponding rights, powers and duties, as the Series A Preferred Shares.
- F5Each Series B Preferred Share corresponds to one underlying trust preferred interest of the Company held by the Trust of the same class and series, and with corresponding rights, powers and duties, as the Series B Preferred Shares.
Remarks
Exhibit 99.3 - Joint Filer Information Exhibit 99.4 - Supplemental Joint Filer Information