COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On December7, 2016, Compass Diversified Holdings (the Trust) and
Compass Group Diversified Holdings LLC (the Company and together
with the Trust, CODI) announced that the Trust priced an
underwritten public offering of 5,600,000 common shares of the
Trust at a price of $18.65 per share (the Offering). In
connection with the Offering, the Trust, the Company and Compass
Group Management LLC entered into an Underwriting Agreement (the
Underwriting Agreement) with Merrill Lynch, Pierce, Fenner Smith
Incorporated and UBS Securities LLC, as managers of the several
underwriters listed therein (collectively, the Underwriters), to
which CODI agreed to sell and the Underwriters agreed severally
to purchase, subject to and upon terms and conditions set forth
therein, 5,600,000 common shares. As part of the Offering, CODI
granted the Underwriters a 30-day option to purchase up to an
additional 840,000 common shares.

to the Underwriting Agreement, the executive officers and
directors of the Company entered into agreements in substantially
the form included in the Underwriting Agreement providing for a
45-day lock-up period with respect to sales of specified
securities, subject to certain exceptions.

The common shares offered by CODI were registered under the
Securities Act of 1933, as amended, to a Registration Statement
on Form S-3 (Registration No.333- 214949) (the Registration
Statement). The offer and sale of the common shares are described
in CODIs prospectus dated December7, 2016, constituting a part of
the Registration Statement, as supplemented by a prospectus
supplement dated December7, 2016.

The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K, and is
incorporated into this report by reference.

On December13, 2016, CODI closed the sale of the 5,600,000 common
shares. The following documents are being filed with this Current
Report on Form 8-K and shall be incorporated by reference into
the Registration Statement: (i)the Underwriting Agreement;
(ii)validity opinion with respect to the common shares and their
underlying trust common interests of the Company; and (iii)tax
opinion with respect to the common shares.

2

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 hereunto duly authorized.

About COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI)

Compass Diversified Holdings (the Trust) and Compass Group Diversified Holdings, LLC, (the Company), acquires and manages a group of small and middle-market businesses. The Company’s segments include The Ergo Baby Carrier, Inc. (Ergobaby), Liberty Safe and Security Products, Inc. (Liberty Safe or Liberty), Fresh Hemp Foods Ltd. (Manitoba Harvest), Compass AC Holdings, Inc. (ACI or Advanced Circuits), AMT Acquisition Corporation (Arnold or Arnold Magnetics), Clean Earth Holdings, Inc. (Clean Earth), Candle Lamp Company, LLC (Sterno or Sterno Products) and Tridien Medical, Inc. (Tridien). The Company also owns a non-controlling interest of approximately 41% in Fox Factory Holding Corp. (FOX). Compass Group Management LLC, (CGM or the Manager), manages the day-to-day operations of the Company, and oversees the management and operations of its businesses pursuant to a management services agreement (MSA).

COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) Recent Trading Information

COMPASS DIVERSIFIED HOLDINGS (NYSE:CODI) closed its last trading session down -0.40 at 17.50 with 368,859 shares trading hands.