Amended Statement of Beneficial Ownership (sc 13d/a)
September 20 2021 - 5:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Amendment
No. 3
Under
the Securities Exchange Act of 1934
Colliers
International Group Inc.
(Name
of Issuer)
Subordinate
Voting Shares
(Title
of Class of Securities)
(CUSIP
Number)
Spruce
House Investment Management LLC
435
Hudson Street, Suite 804
New
York, New York 10014
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September
10, 2021
(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. [x]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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. 194693107
|
|
13D
|
|
Page
2 of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spruce
House Investment Management LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
AF
|
5.
|
CHECK BOX 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
2,475,143
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
2,475,143
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,143
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.80%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
IA
|
CUSIP
No. 194693107
|
|
13D
|
|
Page
3 of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Spruce
House Capital LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
AF
|
5.
|
CHECK BOX 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
2,475,143
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
2,475,143
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,143
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions)
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.80%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
CUSIP
No. 194693107
|
|
13D
|
|
Page
4 of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The
Spruce House Partnership LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
AF
|
5.
|
CHECK BOX 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
2,475,143
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
2,475,143
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,143
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions)
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.80%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
CUSIP
No. 194693107
|
|
13D
|
|
Page
5 of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The
Spruce House Partnership (AI) LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
WC
|
5.
|
CHECK BOX 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
2,475,143
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
2,475,143
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,143
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.80%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
CUSIP
No. 194693107
|
|
13D
|
|
Page
6 of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The
Spruce House Partnership (QP) LP
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
WC
|
5.
|
CHECK BOX 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
2,475,143
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
2,475,143
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,143
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions)
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.80%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
CUSIP
No. 194693107
|
|
13D
|
|
Page
7 of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zachary
Sternberg
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
2,475,143
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
2,475,143
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,475,143
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions)
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.80%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC
|
CUSIP
No. 194693107
|
|
13D
|
|
Page
8 of 14 Pages
|
1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Benjamin
Stein
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[X]
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE
OF FUNDS (see instructions)
AF,
PF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
5,129
|
8.
|
SHARED
VOTING POWER
2,475,143
|
9.
|
SOLE
DISPOSITIVE POWER
5,129
|
10.
|
SHARED
DISPOSITIVE POWER
2,475,143
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,480,272
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions)
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.81%
|
14.
|
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC
|
CUSIP
No. 194693107
|
|
13D
|
|
Page
9 of 14 Pages
|
Item
1. Security and Issuer.
This
Schedule 13D (this “Schedule 13D”) relates to the Subordinate Voting Shares (the “Shares”) of Colliers International
Group Inc., a Canadian corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1140 Bay
Street, Suite 4000, Toronto, Ontario, Canada M5S 2B4.
Item
2. Identity and Background.
The
persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places
of organization, general partners, directors, executive officers and controlling persons and the information regarding them, are as follows:
|
a)
|
This
Schedule 13D is filed by:
|
|
(i)
|
Spruce
House Investment Management LLC, a Delaware limited liability company (“Spruce Investment”);
|
|
(ii)
|
Spruce
House Capital LLC, a Delaware limited liability company (“Spruce Capital”);
|
|
(iii)
|
The
Spruce House Partnership LLC, a Delaware limited liability company (the “Aggregator”);
|
|
(iv)
|
The
Spruce House Partnership (AI) LP, a Delaware limited partnership (“Spruce Partnership”);
|
|
(v)
|
The
Spruce House Partnership (QP) LP, a Delaware limited partnership (the “QP Fund”);
|
|
(vi)
|
Zachary
Sternberg; and
|
|
(vii)
|
Benjamin
Stein.
|
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of
the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
|
b)
|
The
business address of the Reporting Persons is 435 Hudson Street, Suite 804, New York, New
York 10014.
|
|
c)
|
The
present principal occupation or employment of each of the Reporting Persons and the name,
principal business and address of any corporation or other organization in which such employment
is conducted is as follows: Spruce Investment is the investment adviser to Spruce Partnership
and the QP Fund (collectively, the “Funds”), each an investment limited partnership.
Spruce Capital, is the general partner of the Funds. The securities reported herein are held
in the account of the Aggregator, its sole members being the Funds. Messrs. Sternberg and
Stein are the managers of each of Spruce Investment and Spruce Capital.
|
|
|
|
|
d)
|
During
the last five years, none of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
|
|
e)
|
During
the last five years, none of the Reporting Persons was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
|
|
f)
|
The
citizenship or place of organization for each of the Reporting Persons is listed in Row 6
of the cover pages hereto.
|
Item
3. Source or Amount of Funds or Other Consideration.
The
Shares beneficially owned by the Aggregator were purchased with working capital (which may, at any given time, include margin loans made
by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,475,143
Shares beneficially owned by the Aggregator is approximately $67,065,024.18 including brokerage commissions.
CUSIP
No. 194693107
|
|
13D
|
|
Page
10 of 14 Pages
|
The Shares individually owned by Mr. Stein were acquired as part of an award grant to Board (as defined below in Item 4) members.
Item
4. Purpose of Transaction.
On
September 14, 2017, the Issuer’s board of directors (the “Board”) appointed Mr. Stein to the Board, effective immediately.
Mr. Stein and the other Reporting Persons look forward to continuing their long-standing support of the Issuer. The Reporting Persons
are supportive of the efforts of the senior management of the Issuer, which have generated, and in the Reporting Persons’ views,
will continue to generate, significant shareholder value.
The
Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons’ belief that such securities,
when purchased, were undervalued and represented, and continue to represent, an attractive investment opportunity. Depending upon overall
market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer
at prices that would make the purchase or sale of securities of the Issuer desirable, the Reporting Persons may endeavor to increase
or decrease their position in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market
or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On
September 10, 2021 and on September 16, 2021, the Reporting Persons sold certain securities of the Issuer reported herein based
on the Reporting Persons’ overall portfolio management program.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)
- (j) of Item 4 of Schedule 13D except in Mr. Stein’s capacity as a director of the Issuer or as otherwise set forth herein or
such as would occur upon completion of any of the actions discussed herein.
Item
5. Interest in Securities of the Issuer.
The
aggregate percentage of Shares reported owned by each person named herein is based upon 42,658,300 Shares outstanding as of June
30, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Management’s Discussion and
Analysis, as filed with the Canadian Securities Administrators via SEDAR on August 6, 2021.
|
a)
|
Spruce
Investment, as the investment adviser of the Funds, may be deemed the beneficial owner of the 2,475,143 Shares owned by the
Funds.
|
|
|
|
|
|
Percentage:
Approximately 5.80%
|
|
|
|
|
b)
|
1.
Sole power to vote or direct vote: 0
|
|
|
2.
Shared power to vote or direct vote: 2,475,143
|
|
|
3.
Sole power to dispose or direct the disposition: 0
|
|
|
4.
Shared power to dispose or direct the disposition: 2,475,143
|
|
|
|
|
c)
|
On
September 10, 2021, the Reporting Persons sold 500,000 Shares of the Issuer on a secondary basis at a gross price of $133
per share. On September 16, 2021, the Reporting Persons sold 1,250,000 Shares of the Issuer on a secondary basis at
a gross price of $130.8989 per share.
|
CUSIP
No. 194693107
|
|
13D
|
|
Page
11 of 14 Pages
|
|
a)
|
Spruce
Capital, as the general partner of the Funds, may be deemed the beneficial owner of the 2,475,143 Shares owned by the Funds.
|
|
|
|
|
|
Percentage:
Approximately 5.80%
|
|
|
|
|
b)
|
1.
Sole power to vote or direct vote: 0
|
|
|
2.
Shared power to vote or direct vote: 2,475,143
|
|
|
3.
Sole power to dispose or direct the disposition: 0
|
|
|
4.
Shared power to dispose or direct the disposition: 2,475,143
|
|
|
|
|
c)
|
On
September 10, 2021, the Reporting Persons sold 500,000 Shares of the Issuer on a secondary basis at a gross price of $133 per
share. On September 16, 2021, the Reporting Persons sold 1,250,000 Shares of the Issuer on a secondary basis at a gross price of
$130.8989 per share.
|
|
C.
|
The
Spruce House Partnership LLC
|
|
a)
|
The
Spruce House Partnership LLC, as the aggregator account to the Funds, may be deemed the beneficial owner of the 2,475,143
Shares owned by the Funds.
|
|
|
|
|
|
Percentage:
Approximately 5.80%
|
|
|
|
|
b)
|
1.
Sole power to vote or direct vote: 0
|
|
|
2.
Shared power to vote or direct vote: 2,475,143
|
|
|
3.
Sole power to dispose or direct the disposition: 0
|
|
|
4.
Shared power to dispose or direct the disposition: 2,475,143
|
|
|
|
|
c)
|
On
September 10, 2021, the Reporting Persons sold 500,000 Shares of the Issuer on a secondary basis at a gross price of $133 per
share. On September 16, 2021, the Reporting Persons sold 1,250,000 Shares of the Issuer on a secondary basis at a gross price of
$130.8989 per share.
|
D.
Spruce House Partnership (AI) LP
|
a)
|
Spruce
House Partnership (AI) LP, by virtue of its ownership of the Aggregator, may be deemed the beneficial owner of 2,475,143 Shares.
|
|
|
|
|
|
Percentage:
Approximately 5.80%
|
|
|
|
|
b)
|
1.
Sole power to vote or direct vote: 0
|
|
|
2.
Shared power to vote or direct vote: 2,475,143
|
|
|
3.
Sole power to dispose or direct the disposition: 0
|
|
|
4.
Shared power to dispose or direct the disposition: 2,475,143
|
|
|
|
|
c)
|
On
September 10, 2021, the Reporting Persons sold 500,000 Shares of the Issuer on a secondary basis at a gross price of $133 per
share. On September 16, 2021, the Reporting Persons sold 1,250,000 Shares of the Issuer on a secondary basis at a gross price of
$130.8989 per share.
|
|
E.
|
Spruce
House Partnership (QP) LP
|
|
a)
|
Spruce
Partnership (QP) LP, by virtue of its ownership of the Aggregator, may be deemed the beneficial owner of 2,475,143 Shares.
|
|
|
|
|
|
Percentage:
Approximately 5.80%
|
CUSIP
No. 194693107
|
|
13D
|
|
Page
12 of 14 Pages
|
|
b)
|
1.
Sole power to vote or direct vote: 0
|
|
|
2.
Shared power to vote or direct vote: 2,475,143
|
|
|
3.
Sole power to dispose or direct the disposition: 0
|
|
|
4.
Shared power to dispose or direct the disposition: 2,475,143
|
|
c)
|
On
September 10, 2021, the Reporting Persons sold 500,000 Shares of the Issuer on a secondary basis at a gross price of $133 per
share. On September 16, 2021, the Reporting Persons sold 1,250,000 Shares of the Issuer on a secondary basis at a gross price of
$130.8989 per share.
|
|
a)
|
Mr.
Sternberg, as a manager of each of Spruce Management and Spruce Capital, may be deemed the beneficial owner of the 2,475,143
Shares owned by the Funds.
|
|
|
|
|
|
Percentage:
Approximately 5.80%
|
|
|
|
|
b)
|
1.
Sole power to vote or direct vote: 0
|
|
|
2.
Shared power to vote or direct vote: 2,475,143
|
|
|
3.
Sole power to dispose or direct the disposition: 0
|
|
|
4.
Shared power to dispose or direct the disposition: 2,475,143
|
|
|
|
|
c)
|
On
September 10, 2021, the Reporting Persons sold 500,000 Shares of the Issuer on a secondary basis at a gross price of $133 per
share. On September 16, 2021, the Reporting Persons sold 1,250,000 Shares of the Issuer on a secondary basis at a gross price of
$130.8989 per share.
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a)
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Mr.
Stein personally owns 5,129 shares and, as the manager of each of Spruce Management and Spruce Capital, may be deemed the beneficial
owner of the 2,475,143 Shares owned by the Funds.
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Percentage:
Approximately 5.81%
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b)
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1.
Sole power to vote or direct vote: 5,129
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2.
Shared power to vote or direct vote: 2,475,143
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3.
Sole power to dispose or direct the disposition: 5,129
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4.
Shared power to dispose or direct the disposition: 2,475,143
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c)
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On September 10, 2021, the Reporting Persons sold 500,000
Shares of the Issuer on a secondary basis at a gross price of $133 per share. On September 16, 2021, the Reporting
Persons sold 1,250,000 Shares of the Issuer on a secondary basis at a gross price of $130.8989 per share.
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Each
Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each
Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
d) Except
as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares reported herein.
e)
Not applicable.
CUSIP
No. 194693107
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13D
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Page
13 of 14 Pages
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Spruce
Investment is the investment adviser to the Funds. Spruce Capital, is the general partner of the Funds. The securities reported herein
are held in the account of the Aggregator, its sole members being the Funds. Messrs. Sternberg and Stein are the managers of each of
Spruce Investment and Spruce Capital.
The
Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy
of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.
Item
7. Material to Be Filed as Exhibits.
* Filed herewith.
CUSIP
No. 194693107
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13D
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Page
14 of 14 Pages
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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 20, 2021
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Spruce
House Investment Management LLC
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By:
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/s/
Zachary Sternberg
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Name:
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Zachary
Sternberg
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Title:
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Managing
Member
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Spruce
House Capital LLC
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By:
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/s/
Zachary Sternberg
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Name:
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Zachary
Sternberg
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Title:
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Managing
Member
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The
Spruce House Partnership LLC
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By:
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/s/
Zachary Sternberg
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Name:
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Zachary
Sternberg
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Title:
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Managing
Member
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The
Spruce House Partnership (AI) LP
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By:
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/s/
Zachary Sternberg
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Name:
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Zachary
Sternberg
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Title:
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Managing
Member of its general partner, Spruce House Capital LLC
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The
Spruce House Partnership (QP) LP
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By:
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/s/
Zachary Sternberg
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Name:
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Zachary
Sternberg
|
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Title:
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Managing
Member of its general partner, Spruce House Capital LLC
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/s/
Zachary Sternberg
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Zachary
Sternberg
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/s/
Benjamin Stein
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|
Benjamin
Stein
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