0001493152-21-014153.txt : 20210611 0001493152-21-014153.hdr.sgml : 20210611 20210611163321 ACCESSION NUMBER: 0001493152-21-014153 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210604 FILED AS OF DATE: 20210611 DATE AS OF CHANGE: 20210611 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPRUCE HOUSE PARTNERSHIP (AI) LP CENTRAL INDEX KEY: 0001389653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39688 FILM NUMBER: 211011730 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-442-6724 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: SPRUCE HOUSE PARTNERSHIP LP DATE OF NAME CHANGE: 20110203 FORMER NAME: FORMER CONFORMED NAME: SPRUCE HOUSE PARTNERS LP DATE OF NAME CHANGE: 20101227 FORMER NAME: FORMER CONFORMED NAME: SPRUCE HOUSE PARTNERSHIP LP DATE OF NAME CHANGE: 20101115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spruce House Capital LLC CENTRAL INDEX KEY: 0001472167 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39688 FILM NUMBER: 211011728 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: SUITE 804 CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-442-6727 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: SUITE 804 CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPRUCE HOUSE INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001543170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39688 FILM NUMBER: 211011725 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-442-6727 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sternberg Zachary CENTRAL INDEX KEY: 0001679333 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39688 FILM NUMBER: 211011727 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: SUITE 804 CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: Sternberg Zach DATE OF NAME CHANGE: 20160711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stein Benjamin Forester CENTRAL INDEX KEY: 0001679335 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39688 FILM NUMBER: 211011726 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: SUITE 804 CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: Stein Ben Forester DATE OF NAME CHANGE: 20160711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spruce House Partnership (QP) LP CENTRAL INDEX KEY: 0001797552 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39688 FILM NUMBER: 211011729 BUSINESS ADDRESS: STREET 1: 435 HUDSON ST #804 CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-661-1774 MAIL ADDRESS: STREET 1: 435 HUDSON ST #804 CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spruce House Partnership LLC CENTRAL INDEX KEY: 0001797827 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39688 FILM NUMBER: 211011731 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-661-1774 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Latch, Inc. CENTRAL INDEX KEY: 0001826000 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 464779711 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 508 WEST 26TH STREET STREET 2: SUITE 6G CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: (917) 338-3915 MAIL ADDRESS: STREET 1: 508 WEST 26TH STREET STREET 2: SUITE 6G CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: TS Innovation Acquisitions Corp. DATE OF NAME CHANGE: 20200924 3 1 ownership.xml X0206 3 2021-06-04 0 0001826000 Latch, Inc. TSIA 0001797827 Spruce House Partnership LLC C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001389653 SPRUCE HOUSE PARTNERSHIP (AI) LP C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001797552 Spruce House Partnership (QP) LP C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001472167 Spruce House Capital LLC C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001679333 Sternberg Zachary SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001679335 Stein Benjamin Forester SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001543170 SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET 8TH FLOOR NEW YORK NY 10014 0 0 1 0 Class A Common Stock, $0.0001 par value per share 5265561 D Note, on June 4, 2021, the business combination of the TS Innovation Acquisition Corp. (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 Common Stock of Latch, Inc. The Reporting Persons (as defined below), as of the date of this filing, do not beneficially own 10%+ 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 Form 3 filing, the Reporting Persons will be filing a Form 4 indicating that as a result of the Closing, they are not 10%+ beneficial owners of Latch, Inc. The determination of 10%+ beneficial ownership reported herein is 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. 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 Funds. 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 Spruce House Partnership LLC By: /s/ Thomas Walker, Authorized 2021-06-11 The Spruce House Partnership (AI) LP By: /s/ Thomas Walker, Authorized Person 2021-06-11 The Spruce House Partnership (QP) LP By: /s/ Thomas Walker, Authorized Person 2021-06-11 Spruce House Capital LLC By: /s/ Thomas Walker, Authorized Person 2021-06-11 Zachary Sternberg By: /s/ Thomas Walker, Authorized Person 2021-06-11 Benjamin Stein By: /s/ Thomas Walker, Authorized Person 2021-06-11 Spruce House Investment Management LLC By: /s/ Thomas Walker, Authorized Person 2021-06-11