Item 3.03 Material Modifications to Rights of Security Holders



On February 10, 2022, the board of directors (the "Board") of Compass Group
Diversified Holdings LLC (the "Company") approved the First Amendment (the
"Declassification Amendment") to the Sixth Amended and Restated Operating
Agreement of the Company to declassify the Board at the annual meeting of
shareholders of Compass Diversified Holdings (the "Trust") to be held in 2022
(the "2022 Annual Meeting") and to reflect certain technical and clean-up
changes to the Sixth Amended and Restated Operating Agreement. The Board is
currently divided into three classes serving staggered three-year terms.
Pursuant to the Declassification Amendment, at each annual meeting of
shareholders of the Trust beginning in 2022, each director (other than any
director appointed by the allocation member of the Company) will be elected for
a term of office to expire at the next annual meeting following his or her
election.
Following the Board's approval, the Trust and Sostratus LLC, as members of the
Company, entered into the Declassification Amendment, effective February 11,
2022. The Declassification Amendment is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Section 5   Corporate Governance and Management
Item 5.02  Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In order to effect the declassification of the Board, on February 10, 2022, each
of the Company's Class II directors, who consist of James J. Bottiglieri and
Gordon Burns, and Class III directors, who consist of C. Sean Day and Larry L.
Enterline, submitted his resignation from the position as a member of the Board,
with such resignation to be effective immediately prior to the 2022 Annual
Meeting, at which time such directors would stand for election for a one-year
term at the 2022 Annual Meeting. Such resignations from the Board, which did not
result from any disagreement with the Company on its operations, policies or
practices, were submitted solely to facilitate the declassification of the Board
at the 2022 Annual Meeting because these Class II and III directors' terms would
not yet have expired at the 2022 Annual Meeting.
Section 5   Corporate Governance and Management
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year

The information set forth in Item 3.03 above is incorporated herein in its
entirety.
Section 9   Financial Statements and Exhibits
Item 9.01  Financial Statements and Exhibits
(d)  Exhibits.

Exhibit Number                Description

                                First Amendment to the Sixth Amended and Restated Operating Agreement
3.1                           of the Company.

                              Cover Page Interactive Data File (embedded within the Inline XBRL
104                           document)

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