ADW Capital (NYSE: CODI) details CODI options and 3.75M shares
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
ADW Capital Partners, L.P., ADW Capital Management, LLC, and Adam D. Wyden jointly report their initial ownership position in Compass Diversified Holdings. The filing shows indirect holdings of 3,750,000 Common Shares and several freely exercisable option positions tied to the company’s common shares.
The group reports call options with rights to buy 5,000,000 Common Shares at $8.00 and 1,750,000 Common Shares at $7.00, and a call option representing an obligation to sell 6,750,500 Common Shares at $15.00, all expiring on January 15, 2027. The parties state that ADW Capital Partners is the record owner and that each reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
ADW Capital Management, LLC, ADW Capital Partners, L.P., Wyden Adam D
Role
10% Owner | 10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Call Option (Right to Buy) | -- | -- | -- |
| holding | Call Option (Right to Buy) | -- | -- | -- |
| holding | Call Option (Obligation to Sell) | -- | -- | -- |
| holding | Common Shares | -- | -- | -- |
Holdings After Transaction:
Call Option (Right to Buy) — 5,000,000 shares (Indirect, See footnotes);
Call Option (Obligation to Sell) — 6,750,500 shares (Indirect, See footnotes);
Common Shares — 3,750,000 shares (Indirect, See footnotes)
Footnotes (1)
- This Form 3 is being jointly filed by and on behalf of each of ADW Capital Partners, L.P., a Delaware limited partnership ("ADW Capital Partners"), ADW Capital Management, LLC, a Delaware limited liability company ("ADW Capital Management"), and Adam D. Wyden. ADW Capital Partners is the record and direct beneficial owner of the securities covered by this statement. ADW Capital Management is the general partner and investment manager of, and may be deemed to beneficially own securities owned by, ADW Capital Partners. Mr. Wyden is the sole manager of, and may be deemed to beneficially own securities owned by, ADW Capital Management. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each reporting person, among others, may be deemed to be a member of a group with respect to Compass Diversified Holdings (the "Issuer"), or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. Freely exercisable.
Key Figures
Common Shares held: 3,750,000 shares
Call option right to buy: 5,000,000 shares at $8.00
Call option right to buy: 1,750,000 shares at $7.00
+1 more
4 metrics
Common Shares held
3,750,000 shares
Indirect ownership of Compass Diversified Common Shares
Call option right to buy
5,000,000 shares at $8.00
Underlying Common Shares, freely exercisable, expiring January 15, 2027
Call option right to buy
1,750,000 shares at $7.00
Underlying Common Shares, freely exercisable, expiring January 15, 2027
Call option obligation to sell
6,750,500 shares at $15.00
Underlying Common Shares, freely exercisable, expiring January 15, 2027
Key Terms
beneficial owner, pecuniary interest, Section 16 of the Securities Exchange Act of 1934, Section 13(d) or 13(g), +1 more
5 terms
beneficial owner financial
"ADW Capital Partners is the record and direct beneficial owner of the securities covered by this statement."
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
pecuniary interest financial
"Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities."
Section 16 of the Securities Exchange Act of 1934 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise, the beneficial owner of any securities"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
Section 13(d) or 13(g) regulatory
"may be deemed to be a member of a group with respect to Compass Diversified Holdings ... for purposes of Section 13(d) or 13(g) of the Act."
freely exercisable financial
"Freely exercisable."
FAQ
What does the ADW Capital Form 3 disclose for Compass Diversified Holdings (CODI)?
The Form 3 discloses ADW Capital’s initial ownership in Compass Diversified Holdings, including indirect holdings of 3,750,000 Common Shares and several option positions. These options reference millions of underlying shares at exercise prices between $7.00 and $15.00, expiring January 15, 2027.
Who is the record owner of the CODI securities reported in this ADW Capital Form 3?
ADW Capital Partners, L.P. is identified as the record and direct beneficial owner of the Compass Diversified securities. ADW Capital Management, LLC and Adam D. Wyden may be deemed to beneficially own these securities through their roles but each disclaims beneficial ownership beyond any pecuniary interest.
Do the ADW Capital reporting persons claim full beneficial ownership of CODI securities?
No. Each reporting person expressly disclaims beneficial ownership of the Compass Diversified securities covered, except to the extent of their pecuniary interest. They also state that filing the Form 3 does not constitute an admission of beneficial ownership under Section 16 or related provisions.