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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Reffkin Robert L.
2. Issuer Name and Ticker or Trading Symbol

Compass, Inc. [ COMP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman and CEO
(Last)          (First)          (Middle)

C/O COMPASS, INC., 90 5TH AVENUE, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/3/2022
(Street)

NYC, NY 10011
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock 3/3/2022  M  179420 A (1)600570 D  
Class A Common Stock 3/3/2022  F(2)  79340 D$7.46 521230 D  
Class A Common Stock 3/3/2022  D  100080 D (3)421150 D  
Class A Common Stock         8601981 I See footnote (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (RSU)  (1)(5)3/3/2022  M     179420   (5) (5)Class A Common Stock 179420 $0.00 3947080 D  
Class C Common Stock  (3)(6)3/3/2022  A   100080     (6) (6)Class A Common Stock 100080  (3)13545859 D  
Class C Common Stock  (6)           (6) (6)Class A Common Stock 4125000  4125000 I See footnote (7)

Explanation of Responses:
(1) Each RSU represents a contingent right to receive one (1) share of the Issuer's Class A Common Stock upon settlement.
(2) Represents shares withheld by Issuer to satisfy tax withholding obligations on the vesting of RSUs.
(3) Represents the conversion by the reporting person of Class A Common Stock for Class C Common Stock elected by the reporting person pursuant to an Equity Exchange Right Agreement with the Issuer.
(4) Represents (i) 4,648,000 shares of Class A Common Stock owned by the 2021 Reffkin Remainder Interest Trust, (ii) 3,190,870 shares of Class A Common Stock owned by the Reffkin Investment II Corp and (iii) 763,111 shares of Class A Common Stock owned by The Ruth Reffkin Family Trust.
(5) The RSUs vest as to 1/48th of the total shares on the 25th of each month following January 1, 2020, subject to continued service through each vesting date, provided, however the Reporting Person is not subject to an involuntary termination (as further defined in the Reporting Person's award agreement) within 12 months after the effectiveness of the Issuer's IPO.
(6) Class C Common Stock is convertible to Class A Common Stock on a one-to-one basis at any time.
(7) Shares owned by Reffkin Investment I Corp. The Robert Lee Reffkin Revocable Trust is the sole and controlling shareholder of Reffkin Investment I Corp.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Reffkin Robert L.
C/O COMPASS, INC.
90 5TH AVENUE, 3RD FLOOR
NYC, NY 10011
X
Chairman and CEO

Signatures
/s/ Bradley K. Serwin, as attorney-in-fact3/7/2022
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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