SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Compass Diversified Trust (Last) (First) (Middle) SIXTY ONE WILTON ROAD SECOND FLOOR (Street) WESTPORT CT 06680 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/16/2006	3. Issuer Name and Ticker or Trading Symbol Compass Group Diversified Holdings LLC [ CODI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Trust Interests	13,500,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Each Share issued by Compass Diversified Trust (the "Trust") corresponds to one underlying Trust Interest of Compass Group Diversified Holdings LLC (the "Company") held by the Trust. Pursuant to the Amended and Restated Trust Agreement of the Trust and the Amended and Restated Operating Agreement of the Company, unless the Trust is dissolved, it must remain the holder of 100% of the Trust Interests of the Company and at all times the Company will have outstanding the identical number of Trust Interests as the number of outstanding Shares of the Trust.

Remarks:

	Compass Diversified Trust By: Compass Group Diversified Holdings LLC, as Sponsor of the Trust By: /s/I.Joseph Massoud Title: Chief Executive Officer	05/16/2006
	** 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 5 (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).
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