1.
|
NAME
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.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
5,265,561
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
5,265,561
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,265,561
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.69%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO,
IA
|
1.
|
NAME
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.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
5,265,561
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
5,265,561
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,265,561
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.69%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1.
|
NAME
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.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
5,265,561
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
5,265,561
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,265,561
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.69%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
1.
|
NAME
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.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
5,265,561
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
5,265,561
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,265,561
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.69%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1.
|
NAME
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.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
6.
|
SHARED
VOTING POWER
5,265,561
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
8.
|
SHARED
DISPOSITIVE POWER
5,265,561
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,265,561
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.69%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1.
|
NAME
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.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
5,265,561
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
5,265,561
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,265,561
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.69%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
|
1.
|
NAME
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.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
|
6.
|
SHARED
VOTING POWER
5,265,561
|
7.
|
SOLE
DISPOSITIVE POWER
|
8.
|
SHARED
DISPOSITIVE POWER
5,265,561
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,265,561
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[ ]
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.69%
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN,
HC
|
Item
1.
|
(a).
|
Name
of Issuer:
|
|
|
|
|
|
TS
Innovation Acquisitions Corp.
|
|
|
|
|
(b).
|
Address
of issuer’s principal executive offices:
|
|
|
|
|
|
45
Rockefeller Plaza
|
|
|
New
York, New York 10111
|
|
|
|
Item
2.
|
(a).
|
Name
of person filing:
|
|
|
|
|
|
Spruce
House Investment Management LLC
|
|
|
Spruce
House Capital LLC
The
Spruce House Partnership LLC
|
|
|
The
Spruce House Partnership (AI) LP
The
Spruce House Partnership (QP) LP
|
|
|
Zachary
Sternberg
|
|
|
Benjamin
Stein
|
|
|
|
|
(b).
|
Address
or principal business office or, if none, residence:
|
|
|
|
|
|
Spruce
House Investment Management LLC
|
|
|
Spruce
House Capital LLC
The
Spruce House Partnership LLC
|
|
|
435
Hudson Street, 8th Floor
|
|
|
New
York, New York 10014
|
|
|
|
|
|
The
Spruce House Partnership (AI) LP
The
Spruce House Partnership (QP) LP
|
|
|
c/o
Spruce House Capital LLC
|
|
|
435
Hudson Street, 8th Floor
|
|
|
New
York, New York 10014
|
|
|
|
|
|
Zachary
Sternberg
|
|
|
Benjamin
Stein
|
|
|
c/o
Spruce House Investment Management LLC
|
|
|
435
Hudson Street, 8th Floor
|
|
|
New
York, New York 10014
|
|
|
|
|
(c).
|
Citizenship:
|
|
|
|
|
|
Spruce
House Investment Management LLC – Delaware limited liability company
|
|
|
Spruce
House Capital LLC – Delaware limited liability company
The
Spruce House Partnership LLC – Delaware limited liability company
|
|
|
The
Spruce House Partnership (AI) LP – Delaware limited partnership
The
Spruce House Partnership (QP) LP – Delaware limited partnership
|
|
|
|
|
|
Zachary
Sternberg – United States of America
|
|
|
Benjamin
Stein – United States of America
|
|
|
|
|
(d).
|
Title
of class of securities:
|
|
|
|
|
|
Class
A Common Stock, $0.0001 Par Value
|
|
|
|
|
(e).
|
CUSIP
No.:
|
|
|
|
|
|
87284T100
|
Item
3.
|
If
This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
|
|
(a)
|
|
[_]
|
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
|
|
(b)
|
|
[_]
|
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(c)
|
|
[_]
|
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
|
|
(d)
|
|
[_]
|
|
Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
|
|
(e)
|
|
[_]
|
|
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
|
(f)
|
|
[_]
|
|
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
|
(g)
|
|
[_]
|
|
A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
|
(h)
|
|
[_]
|
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
|
|
|
|
|
|
|
|
(i)
|
|
[_]
|
|
A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
|
|
|
|
|
|
|
|
(j)
|
|
[_]
|
|
A
non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
|
|
(k)
|
|
[_]
|
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a)
|
Amount
beneficially owned:
|
|
|
Spruce
House Investment Management LLC –5,265,561shares
|
|
|
Spruce
House Capital LLC –5,265,561 shares
|
|
|
The
Spruce House Partnership LLC –5,265,561shares
|
|
|
The
Spruce House Partnership (AI) LP –5,265,561 shares
|
|
|
The
Spruce House Partnership (QP) LP –5,265,561 shares
|
|
|
Zachary
Sternberg – 5,265,561shares
|
|
|
Benjamin
Stein – 5,265,561 shares
|
|
|
Spruce
House Investment Management LLC – 10.69%*
|
|
|
Spruce
House Capital LLC – 10.69%*
|
|
|
The
Spruce House Partnership LLC – 10.69%*
|
|
|
The
Spruce House Partnership (AI) LP – 10.69%*
|
|
|
The
Spruce House Partnership (QP) LP – 10.69%*
|
|
|
Zachary
Sternberg – 10.69%*
|
|
|
Benjamin
Stein – 10.69%*
|
|
(c)
|
Number
of shares as to which Spruce House Investment Management LLC has:
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
5,265,561
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
5,265,561
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which Spruce House Capital LLC has:
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
5,265,561
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
5,265,561
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which The Spruce House Partnership LLC has:
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
5,265,561
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
5,265,561
|
.
|
|
Number
of shares as to which The Spruce House Partnership (AI) LP has:
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
5,265,561
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
5,265,561
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which The Spruce House Partnership (QP) LP has:
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
5,265,561
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
5,265,561
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which Zachary Sternberg has:
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
5,265,561
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
5,265,561
|
.
|
|
|
|
|
|
|
|
Number
of shares as to which Benjamin Stein has:
|
|
|
|
|
|
|
|
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
|
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
|
5,265,561
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of
|
|
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of
|
|
5,265,561
|
.
|
*The
reported securities are held in the account of The Spruce House Partnership LLC (the “Aggregator”), its sole members being
The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively,
the “Funds)”, each a private investment fund managed by Spruce House Investment Management LLC (the “Investment Manager”).
The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, 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 Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities
held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager,
the General Partner and the Managing Members (collectively, the “Reporting Persons”) affirmatively disclaim being a “group”
for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
By
virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares
owned directly by the Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares
for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The
percentages reported herein are calculated based upon (i) a statement in the Issuer’s Quarterly Report on Form 10-Q filed
on May 18, 2021 for the quarter ended March 31, 2021 that there were 30,000,000 shares of Class A Common Stock issued and outstanding
as of May 18, 2021, plus (ii) 19,255,030 shares of Class A Common Stock issued and outstanding as of June 4, 2021, pursuant to the Issuer’s
PIPE transaction. Note, on June 4, 2021, the business combination of the Issuer and Latch, Inc. was consummated (the “Closing”).
In connection with the Closing, the Issuer changed its name to Latch, Inc. and each of the Issuer’s shares of Class A Common Stock
converted into shares of Latch, Inc. However, the Reporting Persons, as of the date of this filing, do not beneficially own the
same percentages reported herein of Latch, Inc., based upon a statement in Latch, Inc.’s Form 8-K filed on June 10, 2021 that there
are 141,260,318 shares of Latch, Inc. Common Stock issued and outstanding. Therefore, simultaneous with this 13G filing, the Reporting
Persons will be filing an amended 13G indicating their beneficial ownership of Latch, Inc. as a result of the Closing.
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
N/A
Item
6.
|
Ownership
of More Than Five Percent on Behalf of Another Person.
|
If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g)
and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
N/A
Item
8.
|
Identification
and Classification of Members of the Group.
|
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d- 1(c) or Rule
13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item
9.
|
Notice
of Dissolution of Group.
|
Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
N/A
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities
solely in connection with a nomination under § 240.14a-11.
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:
June 11, 2021
|
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
|
|
|
|
|
The
Spruce House Partnership (AI) LP
The
Spruce House Partnership (QP) LP
|
|
|
|
By:
|
Spruce
House Capital LLC
|
|
|
Its
general partner
|
|
|
|
|
By:
|
/s/
Zachary Sternberg
|
|
Name:
|
Zachary
Sternberg
|
|
Title:
|
Managing
Member
|
|
|
|
|
/s/
Zachary Sternberg
|
|
Zachary
Sternberg
|
|
|
|
|
/s/
Benjamin Stein
|
|
Benjamin
Stein
|
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).