Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
September 11 2024 - 4:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
| Cimpress
plc |
| (Name
of Issuer) |
| |
| Ordinary
Shares, par value €0.01
per share |
| (Title
of Class of Securities) |
| |
| G2143T103 |
| (CUSIP
Number) |
| |
Spruce
House Investment Management LLC
Attention:
Keith Cozza
435
Hudson Street, Suite 804
New
York, NY 10014 |
| (646)
661-1774 |
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications) |
| |
September
9, 2024
|
| (Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240. 13d-1(e), 240. 13d-1(f) or 240. 13d-1(g), check the following
box: ☐
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240. 13d-7
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
No. G2143T103 |
|
Page
2 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
Spruce
House Investment Management LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,058,904 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,904 |
| 12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.21% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO,
IA |
| CUSIP
No. G2143T103 |
|
Page
3 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
Spruce
House Capital LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b) ☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,058,904 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,904 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.21% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP
No. G2143T103 |
|
Page
4 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
The
Spruce House Partnership LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
2,058,904 |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,904 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.21% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP
No. G2143T103 |
|
Page
5 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
Zachary
Sternberg |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐ (b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF,
PF
|
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
16,849
|
| 8 |
SHARED
VOTING POWER
2,058,904 |
| 9 |
SOLE
DISPOSITIVE POWER
16,849
|
| 10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,075,753
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.28% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC |
| CUSIP
No. G2143T103 |
|
Page
6 of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
Benjamin
Stein |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐
|
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF,
PF |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
16,805 |
| 8 |
SHARED
VOTING POWER
2,058,904 |
| 9 |
SOLE
DISPOSITIVE POWER
16,805 |
| 10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,075,709
|
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.28% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC |
| CUSIP
No. G2143T103 |
|
Page
7 of 8 Pages |
This
Amendment No. 3 to Schedule 13D (“Amendment No. 3”) relates to the Ordinary Shares, par value €0.01 per
share (the “Shares”), of Cimpress plc a limited liability corporation organized under the laws of the Ireland (the “Issuer”),
and amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October
10, 2017 as amended by Amendment No. 1 thereto, as further amended by Amendment No. 2 thereto (the “Schedule 13D”).
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
The
Schedule 13D is hereby amended as set forth in this Amendment No. 3.
Item
4. Purpose of Transaction.
Item
4 of the Schedule 13D is hereby amended to add the following:
Zachary
Sternberg, the co-founder and managing member of the general partner of The Spruce House Partnership, has been a member of the board
of directors of the Issuer (the “Issuer Board”) since October 2017. Mr. Sternberg has informed the Issuer of his decision
not to stand for reelection to the Issuer Board at the Issuer’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”).
Mr. Sternberg intends to remain a member of the Issuer Board until the conclusion of the Annual Meeting.
| CUSIP
No. G2143T103 |
|
Page
8 of 8 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Dated:
September 11, 2024 |
Spruce
House Investment Management LLC |
| |
|
|
| |
By: |
/s/
Zachary Sternberg |
| |
Name: |
Zachary
Sternberg |
| |
Title:
|
Managing
Member |
| |
|
|
| |
Spruce
House Capital LLC |
| |
|
|
| |
By: |
/s/
Zachary Sternberg |
| |
Name: |
Zachary
Sternberg |
| |
Title: |
Managing
Member |
| |
|
|
| |
The
Spruce House Partnership LLC |
| |
|
|
| |
By: |
/s/
Zachary Sternberg |
| |
Name: |
Zachary
Sternberg |
| |
Title: |
Managing
Member |
| |
/s/
Zachary Sternberg |
| |
Zachary
Sternberg |
| |
|
| |
/s/
Benjamin Stein |
| |
Benjamin
Stein |
Cimpress (NASDAQ:CMPR)
Historical Stock Chart
From Sep 2024 to Oct 2024
Cimpress (NASDAQ:CMPR)
Historical Stock Chart
From Oct 2023 to Oct 2024
