Sec Form 4 Filing - CompoSecure, Inc. @ Resolute Holdings Management, Inc. - 2025-02-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
CompoSecure, Inc.
2. Issuer Name and Ticker or Trading Symbol
Resolute Holdings Management, Inc. [ RHLD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
309 PIERCE STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2025
(Street)
SOMERSET, NJ08873
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share 02/28/2025 J( 1 )( 2 ) 8,525,994 D $ 0 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CompoSecure, Inc.
309 PIERCE STREET
SOMERSET, NJ08873
X
CompoSecure Holdings, L.L.C.
309 PIERCE STREET
SOMERSET, NJ08873
X
Signatures
/s/ Steven Feder, General Counsel and Corporate Secretary of CompoSecure, Inc. for itself and in its capacity as Managing Member of CompoSecure Holdings, L.L.C. 02/28/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 28, 2025, CompoSecure, Inc. ("CompoSecure") disposed of all 8,525,994 issued and outstanding shares of common stock, par value $0.0001 per share (the "Resolute Holdings Common Stock") of Resolute Holdings Management, Inc., a Delaware corporation ("Resolute Holdings") by distributing a pro rata dividend to holders of CompoSecure's Class A common stock, par value $0.0001 per share (the "CompoSecure common stock") of one share of Resolute Holdings Common Stock for every twelve shares of CompoSecure common stock, held by each holder of record as of the close of business on February 20, 2025, to effect the legal and structural separation of Resolute Holdings from CompoSecure.
( 2 )In order to effect the Spin-Off, immediately prior to the completion thereof, Resolute Holdings declared a dividend of 8,524,994 shares of Resolute Holdings Common Stock to its sole stockholder and a direct, wholly owned subsidiary of CompoSecure, CompoSecure Holdings, L.L.C., The shares were acquired by CompoSecure in transactions exempt pursuant to Rule 16a-9 and 16a-13.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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