CUSIP No. 20459V105
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)*
CompoSecure, Inc.
(Name of Issuer)
Class A common stock, $0.0001 par value per
share
(Title of Class of Securities)
20459V105
(CUSIP Number)
Roman DBDR Tech Sponsor LLC
Attn: Donald G. Basile
2877 Paradise Road #702
Las Vegas, Nevada 89109
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 9, 2023
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ¨
* 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 disclosures provided in a prior cover page.
The information required on 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).
| (1) | Name of Reporting Persons: |
Roman DBDR Tech Sponsor LLC
| (2) | Check the Appropriate Box if a
Member of a Group (See Instructions): |
(a)
¨
(b) ¨
| (4) | Source of Funds (See Instructions): |
OO
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
|
(7) |
Sole Voting Power
0 |
(8) |
Shared Voting Power
8,592,056(1) |
(9) |
Sole Dispositive Power
0 |
(10) |
Shared Dispositive Power
8,592,056(1) |
| (11) | Aggregate Amount Beneficially
Owned by Each Reporting Person: |
8,592,056(1)
| (12) | Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by
Amount in Row (11): |
31.8%(1)(2)
| (14) | Type of Reporting Person (See
Instructions): |
IN
(1) |
Both Dr. Donald G. Basile and Dixon Doll, Jr. (included below) are the managing members of Roman DBDR Tech Sponsor LLC. Consequently, each of them may be deemed the beneficial owner of the shares held by Roman DBDR Tech Sponsor LLC and share voting and dispositive control over such securities. |
(2) |
The percentage reported in item 13 is based on 18,433,344 shares of Class A Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023, plus 8,592,056 shares of Class A Common Stock underlying the Warrants (as defined in the Original Statement on Schedule 13D filed with the SEC on January 6, 2022 (the “Original Statement”)). When calculated with respect to total voting power, the Reporting Persons beneficially own 9.9% of the Issuer’s Class A Common Stock, since holders of Class A common stock vote together with holders of Class B common stock as a single class on all matters presented to the company’s stockholders for their vote or approval. This percentage is based upon 18,433,344 shares of Class A Common Stock outstanding and 59,958,422 shares of Class B Common Stock outstanding as of May 1, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023, plus 8,592,056 shares of the Issuer’s Class A Common Stock underlying the Warrants (as defined in the Original Statement). |
| (1) | Name of Reporting Persons: |
Dr.
Donald G. Basile
| (2) | Check the Appropriate Box if a
Member of a Group (See Instructions): |
(a)
¨
(b)
¨
| (4) | Source of Funds (See Instructions): |
OO
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
|
(7) |
Sole Voting Power
0 |
(8) |
Shared Voting Power
8,592,056(1) |
(9) |
Sole Dispositive Power
0 |
(10) |
Shared Dispositive Power
8,592,056(1) |
| (11) | Aggregate Amount Beneficially
Owned by Each Reporting Person: |
8,592,056(1)
| (12) | Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by
Amount in Row (11): |
31.8%(1)(2)
| (14) | Type of Reporting Person (See
Instructions): |
IN
(1) |
Both Dr. Donald G. Basile and Dixon Doll, Jr. are the managing members of Roman DBDR Tech Sponsor LLC. Consequently, each of them may be deemed the beneficial owner of the shares held by Roman DBDR Tech Sponsor LLC and share voting and dispositive control over such securities. |
(2) |
The percentage reported in item 13 is based on 18,433,344 shares of Class A Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023, plus 8,592,056 shares of Class A Common Stock underlying the Warrants (as defined in the Original Statement). When calculated with respect to total voting power, the Reporting Persons beneficially own 9.9% of the Issuer’s Class A Common Stock, since holders of Class A common stock vote together with holders of Class B common stock as a single class on all matters presented to the company’s stockholders for their vote or approval. This percentage is based upon 18,433,344 shares of Class A Common Stock outstanding and 59,958,422 shares of Class B Common Stock outstanding as of May 1, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023, plus 8,592,056 shares of the Issuer’s Class A Common Stock underlying the Warrants (as defined in the Original Statement). |
| (1) | Name of Reporting Persons: |
Dixon
Doll, Jr.
| (2) | Check the Appropriate Box if a
Member of a Group (See Instructions): |
(a) ¨
(b) ¨
| (4) | Source of Funds (See Instructions): |
OO
| (5) | Check Box if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e): ¨ |
| (6) | Citizenship or Place of Organization: |
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON WITH:
|
(7) |
Sole Voting Power
15,100 |
(8) |
Shared Voting Power
8,596,036(1)(2) |
(9) |
Sole Dispositive Power
15,100 |
(10) |
Shared Dispositive Power
8,596,036(1)(2) |
| (11) | Aggregate Amount Beneficially
Owned by Each Reporting Person: |
8,611,136(1)(2)
| (12) | Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions): ¨ |
| (13) | Percent of Class Represented by
Amount in Row (11): |
31.9%(1)(2)(3)
| (14) | Type of Reporting Person (See
Instructions): |
IN
(1) |
Both Dr. Donald G. Basile and Dixon Doll, Jr. are the managing members of Roman DBDR Tech Sponsor LLC. Consequently, each of them may be deemed the beneficial owner of the shares held by Roman DBDR Tech Sponsor LLC and share voting and dispositive control over such securities. |
(2) |
Includes 3,980 shares of Class A Common Stock purchased on January 5, 2022 and held in a series of accounts for the benefit of Mr. Doll’s children. Mr. Doll may be deemed to have beneficial ownership of the shares of Class A Common Stock owned directly for the benefit of his children. |
(3) |
The percentage reported in item 13 is based on 18,433,344 shares of Class A Common Stock outstanding as of May 1, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023, plus 8,592,056 shares of Class A Common Stock underlying the Warrants (as defined in the Original Statement). When calculated with respect to total voting power, the Reporting Persons beneficially own 9.9% of the Issuer’s Class A Common Stock, since holders of Class A common stock vote together with holders of Class B common stock as a single class on all matters presented to the company’s stockholders for their vote or approval. This percentage is based upon 18,433,344 shares of Class A Common Stock outstanding and 59,958,422 shares of Class B Common Stock outstanding as of May 1, 2023, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023, plus 8,592,056 shares of the Issuer’s Class A Common Stock underlying the Warrants (as defined in the Original Statement). |
ITEM 1. |
SECURITY AND ISSUER |
This Amendment
No. 14 (“Amendment No. 14”) amends the Statement on Schedule 13D filed with the SEC on January 6, 2022 (the “Original
Statement”), which Original Statement was amended by Amendment No. 1 to the Original Statement filed on August 25, 2022, Amendment
No. 2 to the Original Statement filed on November 8, 2022, Amendment No. 3 to the Original Statement filed on November 17, 2022, Amendment
No. 4 to the Original Statement filed on December 16, 2022, Amendment No. 5 to the Original Statement filed on January 17, 2023, Amendment
No. 6 to the Original Statement filed on January 23, 2023, Amendment No. 7 to the Original Statement filed on February 7, 2023, Amendment
No. 8 to the Original Statement filed on February 14, 2023, Amendment No. 9 to the Original Statement filed on March 14, 2023, Amendment
No. 10 to the Original Statement filed on April 12, 2023, Amendment No. 11 to the Original Statement filed on April 20, 2023, Amendment
No. 12 to the Original Statement filed on May 3, 2023, and Amendment No. 13 to the Original Statement filed on May 19, 2023, and relates
to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) of CompoSecure, Inc., a Delaware
corporation (formerly known as Roman DBDR Tech Acquisition Corp., the “Issuer”), whose principal executive offices
are located at 309 Pierce Street, Somerset, NJ 08873. Information given in response to each item shall be deemed incorporated by reference
in all other items, as applicable.
Except as otherwise described
herein, the information contained in the Original Statement remains in effect. Capitalized terms used but not defined in this Amendment
No. 14 shall have the respective meanings set forth with respect thereto in the Original Statement.
ITEM 2. |
IDENTITY AND BACKGROUND |
No changes.
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
No changes.
ITEM 4. |
PURPOSE OF TRANSACTION |
No changes.
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
No changes, except as set forth
below.
(a) Aggregate number and percentage of securities. The aggregate
number and percentage of shares of Class A Common Stock beneficially owned by the Reporting Persons is based on 18,433,344 shares of Class
A Common Stock as outstanding as of May 1, 2023, as reported in the Quarterly Report on Form 10-Q filed with the SEC on May 5, 2023 by
the Issuer, and is set forth in boxes 11 and 13 of the second part of the cover page to this Statement for each of the Reporting
Persons, and such information is incorporated herein by reference.
The shares of Class A Common
Stock held by each of the Reporting Persons includes 8,592,056 shares of Class A Common Stock
issuable upon exercise of 8,592,056 Warrants held by Sponsor.
(b) Power to vote and dispose.
The amounts of Class A Common Stock as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive
power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Statement
for each of the Reporting Persons, and such information is incorporated herein by reference.
(c)
None of the Reporting Persons has effected any transactions related to the Class A Common Stock during the past 60 days, except for the
following dispositions (all of which previously have been reported or will be reported on Form 4s filed pursuant to Section 16(a) of
the Act):
Reporting Person Who Effected The Transaction | |
Date of Transaction | | |
Number of Shares | | |
Type of Security | |
Price Per Share(1) | | |
Where and How Transaction Was Effected |
Roman DBDR Tech Sponsor LLC | |
| 04/10/2023 | | |
| 350,100 | | |
Warrant | |
$ | 1.1861 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/11/2023 | | |
| 108,518 | | |
Warrant | |
$ | 1.2064 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/12/2023 | | |
| 1,000 | | |
Warrant | |
$ | 1.3000 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/14/2023 | | |
| 6,475 | | |
Warrant | |
$ | 1.3000 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/17/2023 | | |
| 103,296 | | |
Warrant | |
$ | 1.3001 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/18/2023 | | |
| 417,797 | | |
Warrant | |
$ | 1.3100 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/19/2023 | | |
| 250,399 | | |
Warrant | |
$ | 1.0655 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/25/2023 | | |
| 85,500 | | |
Warrant | |
$ | 1.3006 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/26/2023 | | |
| 81,021 | | |
Warrant | |
$ | 1.3000 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/27/2023 | | |
| 43,124 | | |
Warrant | |
$ | 1.3006 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 04/28/2023 | | |
| 181,315 | | |
Warrant | |
$ | 1.3002 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 05/01/2023 | | |
| 31,014 | | |
Warrant | |
$ | 1.3299 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 05/02/2023 | | |
| 21,853 | | |
Warrant | |
$ | 1.3017 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 05/03/2023 | | |
| 82,166 | | |
Warrant | |
$ | 1.3000 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 05/08/2023 | | |
| 14,811 | | |
Warrant | |
$ | 1.3020 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 05/17/2023 | | |
| 23,827 | | |
Warrant | |
$ | 1.3264 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 05/23/2023 | | |
| 9,844 | | |
Warrant | |
$ | 1.2568 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 06/07/2023 | | |
| 31,893 | | |
Warrant | |
$ | 1.2501 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 06/08/2023 | | |
| 9,983 | | |
Warrant | |
$ | 1.2500 | | |
Open market sale on NASDAQ |
Roman DBDR Tech Sponsor LLC | |
| 06/09/2023 | | |
| 315,333 | | |
Class A Common Stock | |
$ | 0.00 | | |
Distribution of shares(2) |
| (1) | The price reported is
a weighted average price for shares sold in multiple transactions on the same date within a one-dollar range. The Reporting Persons undertake
to provide the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number
of shares sold at each separate price in such range. |
| (2) | Roman DBDR Tech Sponsor
LLC distributed these shares to limited partners on a pro rata basis, for no consideration. |
(d) Except as described herein, to the knowledge
of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Class A Common Stock of the Issuer reported by this Statement.
(e) Not applicable.
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
No changes.
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
No changes.
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 13, 2023
|
ROMAN DBDR TECH SPONSOR LLC, |
|
A Delaware limited liability company |
|
|
|
|
By: |
DR. DONALD G. BASILE |
|
|
as the managing member of Roman DBDR Tech Sponsor LLC |
|
|
|
|
By: |
/s/ Dr. Donald G. Basile |
|
Name: |
Dr. Donald G. Basile |
|
|
|
|
|
|
|
/s/ Dr. Donald G. Basile |
|
Dr. Donald G. Basile |
|
|
|
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/s/ Dixon Doll, Jr. |
|
Dixon Doll, Jr. |