Securities Registration (section 12(b)) (8-a12b)
June 28 2017 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMPASS
DIVERSIFIED HOLDINGS
(Exact name of registrant as specified in its charter)
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Delaware
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57-6218917
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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COMPASS GROUP DIVERSIFIED HOLDINGS LLC
(Exact name of registrant as specified in its charter)
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Delaware
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20-3812051
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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301 Riverside Avenue, Second Floor, Westport, Connecticut
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06880
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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7.250% Series A Preferred Shares representing
beneficial interests in Compass Diversified Holdings
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New York Stock Exchange
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7.250% Series A Trust Preferred Interests of
Compass Group Diversified Holdings LLC
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e). ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange
Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration
of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act
registration statement or Regulation A offering statement file number to which this form relates (if applicable):
333-214949
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to Be Registered.
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The securities registered
hereby are the 7.250% Series A Preferred Shares representing undivided beneficial interests in Compass Diversified Holdings (the Series A Preferred Shares) and the 7.250% Series A Trust Preferred Interests of Compass Group Diversified
Holdings LLC (the Series A Trust Preferred Interests). The descriptions of the Series A Preferred Shares and the Series A Trust Preferred Interests are contained in a prospectus dated December 7, 2016, constituting a part of the
Registration Statement on Form
S-3
(File Nos.
333-214949
and
333-214949-01),
relating to
the Series A Preferred Shares and the Series A Trust Preferred Interests (the Prospectus), and a prospectus supplement to the Prospectus dated June 19, 2016 and filed pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (the Prospectus Supplement). The descriptions of the Series A Preferred Shares and the Series A Trust Preferred Interests contained in the Prospectus under the heading Description of Securities and in the Prospectus
Supplement under the heading Description of the Series A Preferred Shares, are each incorporated herein by reference.
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Exhibit
Number
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Description
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3.1
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Certificate of Trust of Compass Diversified Trust (incorporated by reference to Exhibit 3.1 of the Form
S-1
filed on December 14, 2005 (File
No. 333-130326)).
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3.2
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Certificate of Amendment to Certificate of Trust of Compass Diversified Trust (incorporated by reference to Exhibit 3.1 of the Form
8-K
filed on September 13, 2007 (File
No. 000-51937)).
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3.3
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Certificate of Formation of Compass Group Diversified Holdings LLC (incorporated by reference to Exhibit 3.3 of the Form
S-1
filed on December 14, 2005 (File
No. 333-130326)).
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3.4
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Second Amended and Restated Trust Agreement of Compass Diversified Holdings (incorporated by reference to Exhibit 3.1 of the Form
8-K
filed on December 7, 2016 (File
No. 001-34927)).
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3.5
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Fifth Amended and Restated Operating Agreement of Compass Group Diversified Holdings LLC (incorporated by reference to Exhibit 3.2 of the Form
8-K
filed on December 7, 2016 (File
No. 001-34927)).
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4.1
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Share Designation of Compass Diversified Holdings with respect to the Series A Preferred Shares (incorporated by reference to Exhibit 3.1 of the Form
8-K
filed on June 28, 2017 (File
No. 001-34927)).
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4.2
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Trust Interest Designation of Compass Group Diversified Holdings LLC with respect to the Series A Trust Preferred Interests (incorporated by reference to Exhibit 3.2 of the Form
8-K
filed on
June 28, 2017 (File
No. 001-34927)).
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4.3
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Form of 7.250% Series A Preferred Share Certificate (incorporated by reference to Exhibit 4.1 of the Form
8-K
filed on June 28, 2017 (File
No. 001-34927)).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
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Date: June 28, 2017
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COMPASS DIVERSIFIED HOLDINGS
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By:
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/s/ Ryan J. Faulkingham
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Ryan J. Faulkingham
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Regular Trustee
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
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Date: June 28, 2017
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COMPASS GROUP DIVERSIFIED HOLDINGS LLC
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By:
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/s/ Ryan J. Faulkingham
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Ryan J. Faulkingham
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Chief Financial Officer
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