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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPRUCE HOUSE PARTNERSHIP LP C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY 10014 |
X | |||
SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY 10014 |
X | |||
Spruce House Capital LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY 10014 |
X | |||
Sternberg Zach SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY 10014 |
X | |||
Stein Ben Forester SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY 10014 |
X |
SPRUCE HOUSE INVESTMENT MANAGEMENT LLC By: /s/Zachary Sternberg, Managing Member | 09/19/2016 | |
**Signature of Reporting Person | Date | |
SPRUCE HOUSE CAPITAL LLC By: /s/Zachary Sternberg, Managing Member | 09/19/2016 | |
**Signature of Reporting Person | Date | |
THE SPRUCE HOUSE PARTNERSHIP LP By:/s/Zachary Sternberg, Managing Member of its General Partner | 09/19/2016 | |
**Signature of Reporting Person | Date | |
By: /s/ Zachary Sternberg | 09/19/2016 | |
**Signature of Reporting Person | Date | |
By: /s/ Benjamin Stein | 09/19/2016 | |
**Signature of Reporting Person | Date |
* | 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) | The reported securities are held in the account of The Spruce House Partnership LP (the "Fund"), a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager"), and may be deemed to be beneficially owned by the Investment Manager, the general partner of the Fund, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Fund, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
(2) | The reported securities are directly owned by Benjamin Stein. |