Statement of Changes in Beneficial Ownership (4)
November 23 2021 - 6:33PM
Edgar (US Regulatory)
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
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
*
Osmium Partners, LLC |
2. Issuer Name and Ticker or Trading Symbol
Spark Networks SE
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LOV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
300 DRAKES LANDING ROAD, SUITE 172 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/19/2021 |
(Street)
GREENBRAE, CA 94904
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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American Depository Shares (1) | 11/19/2021 | | P | | 730656 | A | $2.50 (2) | 2098614 (3) | I (4) | By Osmium Capital, L.P. |
American Depository Shares (1) | 11/22/2021 | | P | | 32281 | A | $2.66 (5) | 2130895 (3) | I (4) | By Osmium Capital, L.P. |
American Depository Shares (1) | 11/23/2021 | | P | | 99716 | A | $2.69 | 2230611 (3) | I (4) | By Osmium Capital, L.P. |
American Depository Shares (1) | 11/19/2021 | | P | | 380550 | A | $2.50 (2) | 909869 (6) | I (4) | By Osmium Capital II, L.P. |
American Depository Shares (1) | 11/19/2021 | | P | | 167442 | A | $2.50 (2) | 638309 (7) | I (4) | By Osmium Spartan, L.P. |
American Depository Shares (1) | 11/19/2021 | | P | | 243552 | A | $2.50 (2) | 1249888 (8) | I (4) | By Osmium Diamond, L.P. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Explanation of Responses: |
(1) | Each American Depository Share ("ADS") represents 0.1 Ordinary Shares of Spark Networks SE. |
(2) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.50 - $2.55, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(3) | Excludes options to purchase 110,300 ADS' held by Osmium Capital, L.P. |
(4) | The general partner of Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP is Osmium Partners, LLC. John H. Lewis is the controlling member of Osmium Partners, LLC, and Mr. Lewis may be deemed to have voting and dispositive power with respect to the shares held by Osmium Capital, LP, Osmium Capital II, LP, Osmium Spartan, LP and Osmium Diamond, LP. Mr. Lewis disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Lewis is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
(5) | The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.63 - $2.72, inclusive. The reporting persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(6) | Excludes options to purchase 42,500 ADS' held by Osmium Capital II, L.P. |
(7) | Excludes options to purchase 43,500 ADS' held by Osmium Spartan, L.P. |
(8) | Excludes options to purchase 51,200 ADS' held by Osmium Diamond, L.P. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Osmium Partners, LLC 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
| X |
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OSMIUM CAPITAL LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
| X |
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Osmium Capital II, LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
| X |
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OSMIUM SPARTAN L P 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
| X |
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Osmium Diamond, LP 300 DRAKES LANDING ROAD SUITE 172 GREENBRAE, CA 94904 |
| X |
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Signatures
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/s/ John H. Lewis, as Managing Member of Osmium Partners, LLC, for itself and as General Partner of Osmium Capital, L.P., Osmium Capital II, L.P., Osmium Spartan, L.P. and Osmium Diamond, L.P. | | 11/23/2021 |
**Signature of Reporting Person | Date |
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