Logan Michele's Form 4 filing
GPGI, Inc. (GPGI) · filed Sep 17, 2024
- Accession no.
- 0001104659-24-100756
- Filed
- Sep 17, 2024
- Trade date
- Sep 17, 2024
- Filing delay
- Same day
- Rule 10b5-1 plan
- Not checked
This filing lists 6 non-derivative transactions and 3 derivative transactions. Open-market sales total $125.3M. It was filed on the trade date.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Logan MicheleCIK 0001885798 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 17, 2024 | Class A Common Stock, $0.0001 par value | CConversionAcquired | +12,017,983 | –F1,F2 | – | 12,061,303 | Direct | |
| Sep 17, 2024 | Class A Common Stock, $0.0001 par value | SSaleDisposed | −10,017,983 | $7.55 | −$75,635,771.65 | 2,043,320 | Direct | |
| Sep 17, 2024 | Class A Common Stock, $0.0001 par value | CConversionAcquired | +5,845,653 | –F1,F2 | – | 5,845,653 | Indirect | |
| Sep 17, 2024 | Class A Common Stock, $0.0001 par value | SSaleDisposed | −5,845,653 | $7.55 | −$44,134,680.15 | 0 | Indirect | |
| Sep 17, 2024 | Class A Common Stock, $0.0001 par value | CConversionAcquired | +732,578 | –F1,F2 | – | 732,578 | Indirect | |
| Sep 17, 2024 | Class A Common Stock, $0.0001 par value | SSaleDisposed | −732,578 | $7.55 | −$5,530,963.9 | 0 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 17, 2024 | Class A Common Stock, $0.0001 par value | CConversionDisposed | −12,017,983 | $0.00 | $0 | 0 | Direct | |
| Sep 17, 2024 | Class A Common Stock, $0.0001 par value | CConversionDisposed | −5,845,653 | $0.00 | $0 | 0 | Indirect | |
| Sep 17, 2024 | Class A Common Stock, $0.0001 par value | CConversionDisposed | −732,578 | $0.00 | $0 | 0 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Pursuant to that certain Stock Purchase Agreement, dated August 7, 2024 (the "Purchase Agreement"), by and between the Reporting Person, Ephesians 3:16 Holdings LLC ("Ephesians Holdings"), Carol D. Herslow Credit Shelter Trust B ("Credit Shelter Trust") and Tungsten 2024 LLC, a Delaware limited liability company ("Tungsten"), whereby Tungsten has agreed to purchase 10,017,983 shares of Class A Common Stock, par value $0.0001 ("Class A Common Stock") from the Reporting Person, 5,845,653 shares of Class A Common Stock from Ephesians Holdings, and 732,578 shares of Class A Common Stock from Credit Shelter Trust (together the "Purchased Shares").
Referenced by the price of 3 transactions in Table I.
- F2
In connection with the purchase of the Purchased Shares, each of the Reporting Person, Ephesians Holdings, and Credit Shelter Trust agreed to convert all shares held of unregistered Class B Common Stock, par value $0.0001 ("Class B Common Stock") and a corresponding number of unregistered Class B Common Units issued by CompoSecure Holdings, L.L.C. (a subsidiary of the Issuer) that were exchangeable for Class A Common Stock on a share-for-share basis, for no additional consideration, subject to adjustment, and a corresponding cancellation of the Class B Common Stock.
Referenced by the price of 3 transactions in Table I.