UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~ 15September 26, 2016 (September 21, 2016)

COMPASS DIVERSIFIED HOLDINGS

(Exact name of registrant as specified in its charter)

Delaware	001-34927	57-6218917
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

COMPASS GROUP DIVERSIFIED

HOLDINGS LLC

(Exact name of registrant as specified in its charter)

Delaware	001-34926	20-3812051
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

Sixty One Wilton Road

Second Floor

Westport, CT 06880

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (203) 221-1703

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨Section ~~Soliciting~~7 Regulation ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~FD

¨Item ~~Pre-commencement~~7.01 Regulation ~~communications~~FD ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Disclosure

¨On ~~Pre-commencement~~September ~~communications~~22, ~~pursuant~~2016, toCompass ~~Rule~~Diversified ~~13e-4~~Holdings (c“Holdings”) ~~under~~issued a press release announcing that Compass Group Diversified Holdings LLC (the ~~Exchange~~“Company,” ~~Act~~and together with Holdings, collectively “CODI,” “us” or “we”) has entered into a definitive agreement and plan of merger (17“Agreement”) ~~CFR~~with ~~240.13e~~a wholly owned subsidiary of Hill-4Rom Holdings, Inc. (c“Purchaser”) relating to CODI’s majority owned subsidiary, Anodyne Medical Device, Inc., also doing business and known as Tridien Medical (“Tridien”), and consummated the merger contemplated by the Agreement, resulting in Tridien becoming a wholly owned subsidiary of Purchaser. Tridien was sold for a total enterprise value of $25 million. After the allocation of the sales price to non-controlling equityholders and the payment of transaction expenses, CODI received approximately $21 million of proceeds from the sale at closing. This amount was in respect of its debt and equity interests in Tridien, which was acquired by CODI on August 1, 2006, and the payment of accrued interest and fees. CODI does not expect to record a significant gain or loss as a result of the sale. The proceeds will be used to pay down outstanding debt under Tridien’s revolving credit facility with CODI. A copy of the press release is attached as Exhibit 99.1 hereto.

The foregoing description of the press release is qualified in its entirety by reference to the complete text of the press release furnished as Exhibit 99.1 hereto, which is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section ~~8 Other~~18 ~~Events~~of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth in such filing.

~~Item~~Section ~~8.01~~9 Financial ~~Other~~Statements ~~Events~~and Exhibits

~~Compass Group~~Item ~~Diversified Holdings LLC and Compass Diversified Holdings (NYSE: CODI) (collectively, “CODI”) reported that Fox Factory Holding Corp~~9.01 Financial ~~(“Fox”)~~Statements closed on a secondary public offering of 4,025,000 shares held by certain Fox stockholders, including CODI. CODI sold a total of 3,500,000 shares of Fox common stock in the secondary public offering, for total net proceeds of approximately $63 million. In connection with the offering, CODI’s ownership in Fox was reduced from approximately 33% to 23% or 8,608,718 shares of Fox’s common stock. A copy of the press release announcing the sale is attached hereto as Exhibit 99.1 and ~~is incorporated by reference herein~~ Exhibits

~~Section 9 Financial Statements and~~ d) Exhibits

The following exhibits are furnished herewith:

Item 9.01 Financial Statements and Exhibits



Exhibit		Description
99.1		Press Release of CODI dated September 22, 2016 announcing the sale of Tridien Medical.

~~(d) Exhibits~~ SIGNATURES

~~The~~Pursuant ~~following~~to ~~exhibits~~the ~~are furnished~~requirements ~~herewith:~~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.

Exhibit		Description
Date: September 26, 2016	COMPASS DIVERSIFIED HOLDINGS
99.1		Press Release dated August 15, 2016
	By:		/s/ Ryan J. Faulkingham
			Ryan J. Faulkingham
			Regular Trustee

SIGNATURES

Pursuant 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.

SIGNATURES

Pursuant 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.

Date: August 15, 2016

COMPASS DIVERSIFIED HOLDINGS

Date: September 26, 2016

COMPASS GROUP DIVERSIFIED HOLDINGS LLC

/s/ Ryan J. Faulkingham

~~/s/ Ryan J. Faulkingham~~

Ryan J. Faulkingham

~~Ryan J. Faulkingham~~

Regular Trustee

Chief Financial Officer

Filing Compare · Compass Group Diversified Holdings LLC