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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * DAY C SEAN   2. Issuer Name and Ticker or Trading Symbol Compass Diversified Holdings [CODI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks (a) (Last) (First) (Middle) SIXTY ONE WILTON ROAD, SECOND FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/11/2010 (Street) WESTPORT, CT 06880 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 Shares (1) 05/11/2010   J(2)   259,711 A $ 0 302,760 D   Shares (1) 05/12/2010   J(3)   300,000 D $ 0 2,760 D   Shares (1) 05/11/2010   J(2)   259,711 D $ 0 0 I By Grantor Retained Annuity Trust (4) Shares (1) 05/12/2010   J(3)   300,000 A $ 0 300,000 I By Grantor Retained Annuity Trust (5) Shares (1)               7,000 I By Irrevocable Trust (6) Shares (1)               216,000 I By Grantor Retained Annuity Trust (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DAY C SEAN SIXTY ONE WILTON ROAD SECOND FLOOR WESTPORT, CT 06880				See Remarks (a)

Signatures

/s/ Sean Day, by James J. Bottiglieri as attorney-in-fact		05/13/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each Share represents one undivided beneficial interest in Compass Diversified Holdings (the "Trust") property and corresponds to one trust interest of Compass Group Diversified Holdings LLC held by the Trust.
(2)	The securities were transferred by the Reporting Person from Christopher Sean Day 2009 GRAT #1 to C. Sean Day, individually.
(3)	The securities were transferred by the Reporting Person from C. Sean Day, individually, to the Christopher Sean Day 2010 GRAT #7.
(4)	Shares beneficially owned by the Reporting Person through the Christopher Sean Day 2009 GRAT #1.
(5)	Shares beneficially owned by the Reporting Person through the Christopher Sean Day 2010 GRAT #7.
(6)	Shares beneficially owned by the Reporting Person through the Day Family 2007 Irrevocable Trust.
(7)	Shares beneficially owned by the Reporting Person through the Christopher Sean Day 2009 GRAT #4.
Remarks: (a) Mr. Day is Chairman of the Board of Directors of Compass Group Diversified Holdings LLC, Sponsor of the Trust.

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