1 unchanged sentence
(a) Unregistered Sales of Equity Securities
−Removed: Since April 1, 2021 through June 30, 2021 (the date of the filing of our registration statement on Form S-8),
−Removed: the Registrant has issued an aggregate of 328,444 shares of its Class A common stock in connection with its acquisitions of certain companies or their assets and as consideration to individuals and entities who were former service providers or stockholders of such companies.
−Removed: The offer, sale and issuance of the above securities was deemed to be exempt from registration under the Securities Act in reliance upon Section 4 (a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering.
−Removed: The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
−Removed: On July 1, 2021, 4,562,160 share of Class B common stock, constituting all outstanding Class B common stock, were converted into the same number of shares of Class A common stock under the Registrant’s Restated Certificate of Incorporation.
−Removed: No additional consideration was paid in connection with the conversion.
−Removed: The offer, sale and issuance of the above securities was deemed exempt from registration under the Securities Act in reliance upon Section 3(a)(9) of the Securities Act as the conversion exclusively involved the Registrant’s existing security holders and no commission or other remuneration was paid or given directly or indirectly for soliciting such conversion.
+Added: None during the period of July 1, 2021 through September 30, 2021.
(b) Use of Proceeds
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Incorporated by Reference
−Removed: Amended and Restated Revolving Credit and Security Agreement among Compass Concierge SPV I, LLC, Barclays Bank PLC and the lenders party thereto, dated as of July 29, 2021.
−Removed: Forms of Global Notice of Restricted Stock Unit Award and Global Restricted Stock Unit Award Agreement.
−Removed: Forms of Global Notice of Stock Option Grant and Global Stock Option Agreement
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14 (a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
14 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: August 10, 2021
+Added: November 12, 2021
COMPASS, INC.
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.