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