| Item 1. | |
| (a) | Name of issuer:
CompoSecure, Inc. |
| (b) | Address of issuer's principal executive offices:
309 Pierce St., Somerset, New Jersey, 08873 |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):
- Locust Wood Capital, LP ("LW Capital");
- Locust Wood Ultra Fund, LP ("LW Ultra");
- Locust Wood Capital Advisers, LLC ("LW Capital Advisers");
- LWCA Partners LP ("LWCA");
- LWCA Partners GP LLC ("LWCA GP"); and
- Stephen Errico, a United States citizen ("Mr. Errico").
LW Capital Advisers acts as the investment manager of LW Capital and LW Ultra and certain other managed client accounts (the "Managed Accounts"). LWCA acts as the sole member of LW Capital Advisers. LWCA GP acts as the general partner of LWCA. Mr. Errico acts as the managing member of LWCA GP.
By virtue of these relationships, LW Capital Advisers, LWCA, LWCA GP and Mr. Errico may be deemed to have dispositive power with respect to shares of Common Stock (as defined below) held in LW Capital, LW Ultra and the Managed Accounts, and voting power with respect to the shares of Common Stock held in LW Capital, LW Ultra and certain of the Managed Accounts. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 90 Park Avenue, 27th Floor, New York, NY 10016. |
| (c) | Citizenship:
Each of LW Capital, LW Ultra and LWCA is a Delaware limited partnership. Each of LW Capital Advisers and LWCA GP is a Delaware limited liability company. Mr Errico is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
20459V105 |
| 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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of March 10, 2025, LW Capital beneficially owned 1,985,000 shares of Common Stock.
As of March 10, 2025, LW Ultra beneficially owned 509,299 shares of Common Stock.
LW Capital Advisers, as the investment manager of LW Capital and LW Ultra, may be deemed to have beneficially owned the 1,985,000 shares of Common Stock held by LW Capital and the 509,299 shares of Common Stock held by LW Ultra, as well as 4,674,171 shares of Common Stock held by the Managed Accounts.
LWCA, as the sole member of LW Capital Advisers, may be deemed to have beneficially owned the 7,168,470 shares of Common Stock beneficially owned by LW Capital Advisers.
LWCA GP, as the general partner of LWCA, may be deemed to have beneficially owned the 7,168,470 shares of Common Stock beneficially owned by LWCA.
Mr. Errico, as the managing member of LWCA GP, may be deemed to have beneficially owned the 7,168,470 shares of Common Stock beneficially owned by LWCA GP. |
| (b) | Percent of class:
The following percentage is based on 102,311,981 shares of Common Stock outstanding as of March 3, 2025, as disclosed in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 5, 2025.
As of March 10, 2025, the Reporting Persons may be deemed to have beneficially owned approximately 7.0% of the outstanding Common Stock. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-8.
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| | (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-8.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-8.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-8.
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| Item 5. | 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. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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