SC 13D/A 1 tm2316370d1_sc13da.htm SC 13D/A

CUSIP No. 20459V105

 

  

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

 

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)*

  

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)

 

May 17, 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).

 

 

 

 

CUSIP No. 20459V105

   

(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) ¨ 

(3)SEC Use Only:

  

(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

 

8,959,109(1)

(9)

Sole Dispositive Power

 

0

(10)

Shared Dispositive Power

 

8,959,109(1)

(11)Aggregate Amount Beneficially Owned by Each Reporting Person:

 

8,959,109(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):

 

33.1%(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 8,643,776 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 10.3% 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 8,643,776 shares of the Issuer’s Class A Common Stock underlying the Warrants (as defined in the Original Statement).

  

 

CUSIP No. 20459V105

  

(1)Name of Reporting Persons:

 

Dr. Donald G. Basile 

(2)Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ¨

(b) ¨ 

(3)SEC Use Only:

  

(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

 

8,959,109(1)

(9)

Sole Dispositive Power

 

0

(10)

Shared Dispositive Power

 

8,959,109(1)

(11)Aggregate Amount Beneficially Owned by Each Reporting Person:

 

8,959,109(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):

 

33.1%(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 8,643,776 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 10.3% 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 8,643,776 shares of the Issuer’s Class A Common Stock underlying the Warrants (as defined in the Original Statement).

 

 

CUSIP No. 20459V105

 

 

(1)Name of Reporting Persons:

 

Dixon Doll, Jr. 

(2)Check the Appropriate Box if a Member of a Group (See Instructions):

(a) ¨

(b) ¨ 

(3)SEC Use Only:

  

(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

 

8,963,089(1)(2)

(9)

Sole Dispositive Power

 

15,100

(10)

Shared Dispositive Power

 

8,963,089(1)(2)

(11)Aggregate Amount Beneficially Owned by Each Reporting Person:

 

8,978,189(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):

 

33.2%(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 8,643,776 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 10.5% 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 8,643,776 shares of the Issuer’s Class A Common Stock underlying the Warrants (as defined in the Original Statement).

 

 

CUSIP No. 20459V105

 

 

ITEM 1. SECURITY AND ISSUER

 

This Amendment No. 13 (“Amendment No. 13”) 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, and Amendment No. 12 to the Original Statement filed on May 3, 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. 13 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 8,643,776 shares of Class A Common Stock issuable upon exercise of 8,643,776 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.

 

 

CUSIP No. 20459V105

 

(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 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*		     Where and How
Transaction Was
Effected
Roman DBDR Tech Sponsor LLC   03/20/2023     97,763   Warrant   $ 1.3545     Open market sale on NASDAQ
Roman DBDR Tech Sponsor LLC   03/21/2023     33,977   Warrant   $ 1.3511     Open market sale on NASDAQ
Roman DBDR Tech Sponsor LLC   03/22/2023     31,051   Warrant   $ 1.3502     Open market sale on NASDAQ
Roman DBDR Tech Sponsor LLC   03/23/2023     30,601   Warrant   $ 1.3545     Open market sale on NASDAQ
Roman DBDR Tech Sponsor LLC   03/29/2023     112,543   Warrant   $ 1.2059     Open market sale on NASDAQ
Roman DBDR Tech Sponsor LLC   03/31/2023     2,912   Warrant   $ 1.2094     Open market sale on NASDAQ
Roman DBDR Tech Sponsor LLC   04/04/2023     31,507   Warrant   $ 1.2027     Open market sale on NASDAQ
Roman DBDR Tech Sponsor LLC   04/06/2023     37,289   Warrant   $ 1.2019     Open market sale on NASDAQ
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

 

*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.

 

(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.

 

 

CUSIP No. 20459V105

 

 

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: May 19, 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
     
  /s/ Dixon Doll, Jr.
  Dixon Doll, Jr.