Compass Diversified 424B5 Prospectus supplement for primary offering

0001345126333-281931424B5EX-FILING FEES7.875% Series B Fixed-to-Floating Rate Cumulative Preferred Shares7.875% Series C Cumulative Preferred Shares7.250% Series A Preferred Shares7.250% Series A Trust Preferred Interests (Series A Trust Preferred Interests) of Compass Group Diversified Holdings LLC7.875% Series B Fixed-to-Floating Rate Cumulative Trust Preferred Interests (Series B Trust Preferred Interests) of Compass Group Diversified Holdings LLC7.875% Series C Cumulative Trust Preferred Interests (Series C Trust Preferred Interests) of Compass Group Diversified Holdings LLC0424B5424B5424B5424B5424B5424B5333-281931333-281931333-281931333-281931333-281931333-2819310000 0001345126 2024-09-04 2024-09-04 0001345126 2 2024-09-04 2024-09-04 0001345126 4 2024-09-04 2024-09-04 0001345126 6 2024-09-04 2024-09-04 0001345126 5 2024-09-04 2024-09-04 0001345126 1 2024-09-04 2024-09-04 0001345126 3 2024-09-04 2024-09-04 iso4217:USD xbrli:pure

Exhibit 107

Calculation of Filing Fee Tables

Form

424(b)(5)

(Form Type)

Compass Diversified Holdings

Compass Group Diversified Holdings LLC

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security

Type

Security Class Title

Fee Calculation
or Carry

Forward Rule

Amount

Registered

Proposed
Maximum
Offering
Price Per
Unit

Maximum Aggregate
Offering Price

Fee

Rate

Amount of
Registration Fee

Carry
Forward

Form Type

Carry

Forward

File

Number

Carry
Forward
Initial
Effective
Date

Filing Fee
Previously
Paid in
Connection
with Unsold
Securities to be
Carried
Forward

Newly Registered Securities

Fees to Be Paid

Equity

7.250% Series A Preferred Shares

(“Series A Preferred Shares”) representing beneficial interests in Compass Diversified Holdings

(1)

457(o) & (r)

(6)

(4)

0.0001476

Equity

7.250% Series A Trust Preferred

Interests (“Series A Trust Preferred Interests”) of Compass Group Diversified Holdings LLC

(1)

457(i)

(5)

Equity

7.875% Series B

Fixed-to-Floating

Rate

Cumulative Preferred Shares (“Series B Preferred Shares”) representing beneficial interests in Compass Diversified Holdings

(2)

457(o) & (r)

(6)

(4)

0.0001476

Equity

7.875% Series B

Fixed-to-Floating

Rate Cumulative Trust Preferred Interests (“Series B Trust Preferred Interests”) of Compass Group Diversified Holdings LLC

(2)

457(i)

(5)

Equity

7.875% Series C Cumulative Preferred Shares

(“Series C Preferred Shares”) representing beneficial interests in Compass Diversified Holdings

(3)

457(o) & (r)

(6)

(4)

0.0001476

Equity

7.875% Series C Cumulative Trust Preferred Interests (“Series C Trust Preferred Interests”) of Compass Group Diversified Holdings LLC

(3)

457(i)

(5)

Total Offering Amounts of Newly Registered Securities

$117,226,340.31

(4)

17,302.61

Carry Forward Securities

Equity

Series A Preferred Shares

(1)

415(a)(6)

(7)

424(b)(5)

333-259374

March 20,
2024

Equity

Series A Trust Preferred Interests

(1)

457(i)

424(b)

(5)

333-259374

March 20,
2024

(5)

Equity

Series B Preferred Shares

(2)

415(a)(6)

(7)

424(b)(5)

333-259374

March 20,
2024

Equity

Series B Trust Preferred Interests

(2)

457(i)

424(b)

(5)

333-259374

March 20,
2024

(5)

Equity

Series C Preferred Shares

(3)

415(a)(6)

(7)

424(b)(5)

333-259374

March 20,
2024

Equity

Series C Trust Preferred Interests

(3)

457(i)

424(b)(5)

333-259374

March 20,
2024

(5)

Total Offering Amounts of Carry Forward Securities

82,773,659.69

(7)

N/A

(7)

$12,217.39

Total Offering Amounts

$200,000,000

N/A

(7)

Total Fees Previously Paid

N/A

(7)

Total Fee Offsets

Net Fee Due

$17,302.61

(1)

Each Series A Preferred Share representing one beneficial interest in Compass Diversified Holdings corresponds to one underlying Series A Trust Preferred Interest of Compass Group Diversified Holdings LLC. If the trust is dissolved, each Series A Preferred Share representing a beneficial interest in Compass Diversified Holdings will be exchanged for a Series A Trust Preferred Interest of Compass Group Diversified Holdings LLC.

(2)

Each Series B Preferred Share representing one beneficial interest in Compass Diversified Holdings corresponds to one underlying Series B Trust Preferred Interest of Compass Group Diversified Holdings LLC. If the trust is dissolved, each Series B Preferred Share representing a beneficial interest in Compass Diversified Holdings will be exchanged for a Series B Trust Preferred Interest of Compass Group Diversified Holdings LLC.

(3)

Each Series C Preferred Share representing one beneficial interest in Compass Diversified Holdings corresponds to one underlying Series C Trust Preferred Interest of Compass Group Diversified Holdings LLC. If the trust is dissolved, each Series C Preferred Share representing a beneficial interest in Compass Diversified Holdings will be exchanged for a Series C Trust Preferred Interest of Compass Group Diversified Holdings LLC.

(4)	An unspecified number of Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares having an aggregate offering price of up to $117,226,340.31 is being newly registered as may from time to time be offered at unspecified prices.

(5)

Pursuant to Rule 457(i)

under

the Securities Act of 1933, as

amended

(the “Securities Act”), no registration fee is payable with respect to the Series A Trust Preferred Interests, Series B Trust Preferred Interests or Series C Trust Preferred Interests of Compass Group Diversified Holdings LLC because no additional consideration will be received by Compass Diversified Holdings upon exchange of the Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares, respectively.

(6)	The filing fee is calculated in accordance with 457(o) and 457(r) of the Securities Act.

(7)

Pursuant to Rule 415(a)(6) under the

Securities

Act, the securities registered pursuant to this prospectus

supplement

include an aggregate of $82,773,659.69 of unsold Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares with unspecified share numbers (the “Unsold Preferred Shares”) previously registered on the prospectus supplement filed on March 20, 2024, and the accompanying base prospectus contained in the registration statement on Form

S-3

(

Registration

No. 333-259374)

filed on September 7, 2021 (collectively, the “2024 March Prospectus Supplement”). In connection with the registration of the Unsold Preferred Shares on the 2024 March Prospectus Supplement, a registration fee of $12,217.39 was paid, which registration fee will continue to be applied to the Unsold Preferred Shares, with unspecified share numbers, included in this prospectus supplement. Pursuant to Rule 415(a)(6), the offering of the Unsold Preferred Shares registered under the 2024 March Prospectus Supplement will be deemed terminated as of the date of effectiveness of the registration statement of which this prospectus supplement is a part.

Compass Diversified (CODI) 424B5Prospectus supplement for primary offering