| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GTT Communications, Inc. [ GTT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/08/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| Remarks: |
| On August 31, 2021, The Spruce House Partnership LLC (the "Fund") entered into a Stock Transfer Agreement by and between the Issuer and the Fund. Pursuant to the Stock Transfer Agreement, the Fund, for no consideration, immediately upon the execution thereof, irrevocably transferred, assigned, conveyed and delivered to the Issuer (1) all of its right, title and interest in 1,376,370 shares of the Fund's shares of the Issuer's common stock and (2) any and all economic rights and interests associated with the Fund's remaining 14,498,630 shares of the Issuer's common stock (the "Remaining Shares") but retained its right, title and interest in any voting rights associated with the Remaining Shares to be transferred to the Issuer upon receipt of certain necessary regulatory approvals. On December 8, 2021, the Fund had received all such regulatory approvals and, as a result, in accordance with the Stock Transfer Agreement, all of its right, title and interest in any voting rights associated with the Remaining Shares had therefore automatically and irrevocably been transferred, assigned, conveyed and delivered to the Issuer. As a result of the foregoing, the Reporting Persons no longer holds any shares of the Issuer's common stock. On December 8, 2021, the Messrs. Stein and Sternberg each resigned from the Issuer's board of directors, effective immediately. |
| THE SPRUCE HOUSE PARTNERSHIP LLC: By: The Spruce House Partnership (QP) LP, member; By: Spruce House Capital LLC, its general partner; By: /s/ Tom Walker, President, Treasurer and Secretary | 12/09/2021 | |
| THE SPRUCE HOUSE PARTNERSHIP (QP) LP: By: Spruce House Capital LLC, its general partner; By: /s/ Tom Walker, President, Treasurer and Secretary | 12/09/2021 | |
| SPRUCE HOUSE CAPITAL LLC, By: /s/ Thomas Walker, Authorized Person | 12/09/2021 | |
| SPRUCE HOUSE INVESTMENT MANAGEMENT LLC, By: /s/ Thomas Walker, Authorized Person | 12/09/2021 | |
| THE SPRUCE HOUSE PARTNERSHIP (AI) LP, By: /s/ Thomas Walker, Authorized Person | 12/09/2021 | |
| BENJAMIN STEIN, By: /s/ Thomas Walker (Attorney-in-fact) | 12/09/2021 | |
| ZACH STERNBERG, By: /s/ Thomas Walker (Attorney-in-fact) | 12/09/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||