CGI Magyar Holdings, PATH SPIRIT, STEVNS TRUST Disclose CODI Stake

Ticker: CODI-PC · Form: SC 13D · Filed: Jan 10, 2024 · CIK: 1345126

Complexity: simple

Sentiment: mixed

Topics: insider-ownership, shareholder-activism, institutional-ownership

TL;DR

**Big players just revealed a major stake in CODI, watch for potential shake-ups!**

AI Summary

CGI Magyar Holdings LLC, along with PATH SPIRIT LTD and STEVNS TRUST, filed an SC 13D on January 10, 2024, indicating their collective beneficial ownership in Compass Diversified Holdings (CODI) as of December 31, 2023. This filing signals that these entities, potentially acting as a group, have acquired a significant stake in CODI, which could lead to them influencing company decisions or even pursuing strategic changes. Investors should note this as a potential catalyst for future stock movement, as large institutional ownership often precedes strategic shifts.

Why It Matters

This filing reveals a significant ownership stake by a group of entities, which could lead to increased shareholder activism or strategic changes at Compass Diversified Holdings, potentially impacting its stock price.

Risk Assessment

Risk Level: medium — The involvement of a new significant ownership group introduces uncertainty regarding future company direction, which can lead to stock volatility.

Analyst Insight

A smart investor would monitor Compass Diversified Holdings (CODI) closely for any announcements or further filings from CGI Magyar Holdings LLC and its group members, as their significant stake could signal upcoming strategic changes or activist involvement. Consider the potential for increased volatility and evaluate CODI's fundamentals in light of this new ownership structure.

Key Players & Entities

Forward-Looking Statements

FAQ

Who are the entities involved in this SC 13D filing regarding Compass Diversified Holdings?

The entities involved in this SC 13D filing are CGI Magyar Holdings LLC, PATH SPIRIT LTD, and STEVNS TRUST, all listed as group members.

What is the CUSIP number for the securities of Compass Diversified Holdings mentioned in this filing?

The CUSIP number for the securities of Compass Diversified Holdings is 20451Q104.

When was the date of the event that required this SC 13D filing?

The date of the event which required this filing was December 31, 2023.

What is the business address of CGI Magyar Holdings LLC, the filing person?

The business address of CGI Magyar Holdings LLC is 301 Riverside Ave, Second Floor, Westport, CT 06880.

What does each 'Share' represent in the context of Compass Diversified Holdings as described in the filing?

Each 'Share' represents one undivided interest in the property of Compass Diversified Holdings (the 'Trust') and corresponds to one trust interest of Compass Group Diversified Holdings LLC held by the Trust.

Filing Stats: 1,674 words · 7 min read · ~6 pages · Grade level 12.4 · Accepted 2024-01-10 16:48:48

Filing Documents

SECURITY

ITEM 1. SECURITY AND ISSUER. The title and class of equity securities to which this statement relates is “Shares representing beneficial interests in Compass Diversified Holdings (the “Shares”). Each Share represents one undivided interest in the property of Compass Diversified Holdings (the “Trust”) and corresponds to one trust interest of Compass Group Diversified Holdings LLC held by the Trust. The name and address of the principal executive offices of the issuer is: Compass Diversified Holdings 301 Riverside Avenue Westport, Connecticut 06880

IDENTITY

ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D relates to and is filed on behalf of the following Reporting Persons: · CGI Magyar Holdings LLC (“CGI Magyar”), a Delaware limited liability corporation with its principal offices at 301 Riverside Avenue, Westport, CT. · The Stevns Trust , a Bermudian charitable trust, engaged in the principal business of distributing income for charitable purposes, with its principal offices at Wessex House, 5th Floor, 45 Reid St., Hamilton HM12 · Path Spirit Limited (“Path”), an English company limited by guarantee with its principal offices at 10 Norwich Street, London EC4A 1BD, United Kingdom. CGI Magyar is owned by The Stevns Trust and Anholt Services (USA), Inc, and managed by Cora Lee Starzomski, a director, and Joseph Milana, a director. The Stevns Trust is a Bermudian charitable trust, engaged in the principal business of distributing income for charitable purposes, with its principal offices at 45 Reid Street, Hamilton HM 12, Bermuda. The Co-Trustees of the Trust are Kattegat Private Trustees (Bermuda) Limited (“KPTBL”) and Hamilton Trust Company Limited (“HTCL”), Bermudian trust companies each with its principal offices at Wessex House 5th Fl., 45 Reid Street, Hamilton HM12, Bermuda. Path is the trust protector for The Stevns Trust. KPTBL is wholly owned by The Lund Purpose Trust, a Bermudian purpose trust with its principal offices at Thistle House, 4 Burnaby Street, Hamilton HM 11, Bermuda, formed for the sole purpose of holding the shares of KPTBL. HTCL is owned 60% by Moore Stephens Bermuda L.P., a Bermuda exempted and limited partnership, and 40% by Lisvane Holdings Ltd., a local Bermuda company. The members/directors of Path are Axel Karlshoej, Svend Erik Kjærgaard and Poul Karlshoej. -5- In the past five years, none of CGI Magyar, The Stevns Trust or Path, nor any of the respective directors and executive officers thereof named

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Stevns Trust acquired the Issuer’s securities for no consideration through a charitable donation from the Kattegat Trust on December 31, 2023.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The reporting person acquired the Issuer’s securities through a charitable donation as described in Item 3.

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a)-(b) The Reporting Person beneficially owns 7,998,981 Shares of the Issuer, representing approximately 10.6% of the Issuer’s outstanding Common Shares. The Shares are owned directly by CGI Magyar, which is owned by 99.6% by The Stevns Trust and 0.04% by Anholt Services (USA), Inc. CGI Magyar, The Stevns Trust and Path Spirit Limited, disclaim beneficial ownership of the Shares, except to the extent of their pecuniary interest therein. (c) None of the Reporting Persons has effected any transactions of the Shares of the Issuer during the 60 days preceding the date of this report, except as described in Item 3 of this report, which information is incorporated herein by reference.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER There are no contracts, arrangements, understandings or relationships (legal or otherwise) involving the Reporting Person with respect to the securities of the Issuer. None of the subject securities have been pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over the subject securities.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.1Joint Filing Agreement, by and among the reporting persons -6- SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 10, 2024 CGI MAGYAR HOLDINGS LLC /s/ Cora Lee Starzomski, Director Date: January 10, 2024 THE STEVNS TRUST /s/ Linda Longworth, Director Date: January 10, 2024 PATH SPIRIT LIMITED /s/ Poul Karlshoej, Director -7-

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