AMENDMENT NO. 3 TO SCHEDULE 13D
This amendment to Schedule 13D is being filed by Spruce House Investment Management LLC (the Investment Manager), Spruce House
Capital LLC (the General Partner), The Spruce House Partnership LP (the Fund), Zachary Sternberg and Benjamin Stein (the Managing Members) (collectively, the Reporting Persons, and each, a
Reporting Person).
The Schedule 13D (the Schedule) filed with the Securities and Exchange Commission on
December 26, 2018, as amended by Amendment No. 1 filed on January 27, 2019, and Amendment No. 2 filed on April 22, 2019, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment
No. 3. This amendment is filed by the Reporting Persons in accordance with Rule
13d-2
of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since
the filing of the Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the
respective meanings assigned to them in the Schedule.
Except as specifically amended by this Amendment No. 3, the Schedule is
unchanged.
Item 3
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Source and Amount of Funds or Other Considerations
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The disclosure in Item 3 is hereby amended to add the following to the end thereof:
The information set forth in Item 5(c) of this amendment to Schedule 13D is incorporated herein by reference. On July 1, 2019, Benjamin
Stein was granted 9,309 shares of restricted stock pursuant to the Issuers Stock Compensation Plan. These shares will vest in whole on June 30, 2020. The other acquisitions were funded using working capital (which may, at any given time,
include margin loans made by brokerage firms in the ordinary course of business).
Item 4
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Purpose of Transaction
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The disclosure in Item 4 is hereby amended to add the following to the end thereof:
On July 1, 2019, Benjamin Stein was granted 9,309 shares of restricted stock pursuant to the Issuers Stock Compensation Plan. These
shares will vest in whole on June 30, 2020.
The other transactions described in Item 5(c) below were effectuated for investment
purposes in the regular course of such entitys business.
Item 5
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Interest in Securities of the Issuer
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The disclosure in Items 5(a) and 5(b) is hereby amended and restated in its entirety to read as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D
that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the
number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited
to footnotes to such information) are incorporated herein by reference.
13,425,000 shares of Common Stock are held in the account of the
Fund, a private investment fund managed by the Investment Manager, and may be deemed to be beneficially owned by the Investment Manager, the General Partner of the Fund, and by the Managing Members of the Investment Manager and the General Partner.
Each of the Investment Manager, the General Partner, and the Managing Members expressly disclaims beneficial ownership of the shares held by the Fund.
Benjamin Stein may be deemed to beneficially own 13,434,309 shares of Common Stock, including 9,309 shares of restricted stock. He may be
deemed to have (a) the sole power to vote or direct the vote of and to dispose of or direct the disposition of 9,309 shares of Common Stock, including 9,309 shares of restricted stock and (b) the shared power to vote or direct the vote of
and to dispose of or direct the disposition of 13,425,000 shares of Common Stock held by the Fund. He disclaims beneficial ownership of 13,425,000 shares of Common Stock held by the Fund, and this report shall not be deemed to be an admission that
such person is the beneficial owner of such securities.