Form: 4

Statement of changes in beneficial ownership of securities

March 20, 2024

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SOKOLOW NICOLAS
(Last) (First) (Middle)
C/O CADRE HOLDINGS, INC.
13386 INTERNATIONAL PKWY
(Street)
JACKSONVILLE FL 32218
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cadre Holdings, Inc. [ CDRE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2024
4. If Amendment, Date of 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
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
Common Stock, $.0001 par value ("Common Stock") 03/18/2024 M 11,000 A (1) 62,347 D
Common Stock 587,620 I See Footnote(2)(5)
Common Stock 252,701 I See Footnote(3)(5)
Common Stock 84,231 I See Footnote(4)(5)
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 Securities Underlying Derivative Security (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: 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
Phantom Stock (1) 03/18/2024 M 11,000 (1) (1) Common Stock 11,000 $0 0 D
Stock Option (right to purchase) $34.66 03/18/2024 A 16,000 (6) 03/18/2034 Common Stock 16,000 $0 16,000 D
Explanation of Responses:
1. On March 9, 2024, the Reporting Person was granted a phantom stock award under the Safariland Group Amended and Restated 2021 Phantom Restricted Share Plan consisting of 33,000 shares of phantom stock. Each share of phantom stock is the economic equivalent of one share of Cadre Holdings, Inc. (the "Issuer") Common Stock. 11,000 shares of phantom stock vested and became non-forfeitable on each of March 18, 2022, March 18, 2023 and March 18, 2024, respectively.
2. The securities reported herein are owned by ST Investors Fund, LLC, a limited liability company of which the Reporting Person is the general manager.
3. The securities reported herein are owned by Korsak Holdings, LLC, a limited liability company of which the Reporting Person is the general manager.
4. The securities reported herein are owned by Madetys Investments, LLC, a limited liability company of which the Reporting Person is the general manager.
5. The Reporting Person disclaims beneficial ownership of the securities described in this statement, except to the extent of his pecuniary interest in such securities.
6. 16,000 options to purchase shares of the Issuer's Common Stock were granted under the Issuer's 2021 Stock Incentive Plan. Options to purchase 4,000 shares of the Issuer's Common Stock will vest and become exercisable in four equal consecutive quarterly tranches on each of March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, respectively.
/s/ Nicolas Sokolow 03/20/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.