Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
06 March 2024 - 11:57AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Cimpress
plc |
(Name
of Issuer) |
|
Ordinary
Shares, par value €0.01
per share |
(Title
of Class of Securities) |
|
G2143T103 |
(CUSIP
Number) |
|
Spruce
House Investment Management LLC
Attention:
Keith Cozza
435
Hudson Street, Suite 804
New
York, NY 10014
(646)
661-1774 |
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications) |
|
March 3, 2024
|
(Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP:
G2143T103
1 |
NAME
OF REPORTING PERSONS
Spruce
House Investment Management LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
2,058,904 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,904 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82% |
14 |
TYPE
OF REPORTING PERSON
OO,
IA |
CUSIP:
G2143T103
1 |
NAME
OF REPORTING PERSONS
Spruce
House Capital LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
2,058,904 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,904 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82% |
14 |
TYPE
OF REPORTING PERSON
OO |
CUSIP:
G2143T103
1 |
NAME
OF REPORTING PERSONS
The
Spruce House Partnership LLC |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e)
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
-
0 - |
8 |
SHARED
VOTING POWER
2,058,904 |
9 |
SOLE
DISPOSITIVE POWER
-
0 - |
10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,058,904 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.82% |
14 |
TYPE
OF REPORTING PERSON
OO |
CUSIP:
G2143T103
1 |
NAME
OF REPORTING PERSONS
Zachary
Sternberg |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF,
PF
|
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
16,849
|
8 |
SHARED
VOTING POWER
2,058,904 |
9 |
SOLE
DISPOSITIVE POWER
16,849
|
10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,075,753
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.88% |
14 |
TYPE
OF REPORTING PERSON
IN,
HC |
CUSIP:
G2143T103
1 |
NAME
OF REPORTING PERSONS
Benjamin
Stein |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) ☐
(b)
☐
|
3 |
SEC
USE ONLY
|
4 |
SOURCE
OF FUNDS
AF,
PF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT
TO ITEM 2(d) OR 2(e) ☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
16,805 |
8 |
SHARED
VOTING POWER
2,058,904 |
9 |
SOLE
DISPOSITIVE POWER
16,805 |
10 |
SHARED
DISPOSITIVE POWER
2,058,904 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,075,709
|
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES ☐
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.88% |
14 |
TYPE
OF REPORTING PERSON
IN,
HC |
CUSIP:
G2143T103
This
Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the Ordinary Shares, par value €0.01 per share (the “Shares”),
of Cimpress plc a limited liability corporation organized under the laws of the Ireland (the “Issuer”), and amends the initial
statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2017 as amended by
Amendment No. 1 thereto (the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have
the meanings ascribed to such terms in the Schedule 13D.
The
Schedule 13D is hereby amended as set forth in this Amendment No. 2.
Item
4. Purpose of Transaction
Item
4 of the Schedule 13D is hereby amended to add the following:
On
March 3, 2024, The Spruce Partnership entered into a purchase agreement with the Issuer (the “Purchase Agreement”) pursuant
to which The Spruce Partnership sold an aggregate of 300,000 Shares to the Issuer, which was treated as a redemption under the articles
of association of the Issuer. A copy of the Purchase Agreement is filed as Exhibit 99.1 and the foregoing summary is qualified in its
entirety by reference to the Purchase Agreement.
Item
5. |
Interest
in Securities of the Issuer. |
Item
5 of the Item 5 of the Schedule 13D is hereby amended and restated as follows:
|
(a) |
The
information set forth in the facing pages to this Schedule 13D is incorporated by reference herein. Reporting Persons may be deemed
to beneficially own, in the aggregate, 2,092,558 Shares representing approximately 7.95% of the outstanding Shares. Percentages of
the outstanding Shares are based upon the 26,636,591 Shares outstanding
as of January 29, 2024, as set forth in the Form 10-Q of the Issuer filed with the SEC on February 1, 2024, less the Shares reported
herein as sold by certain of the Reporting Persons to the Issuer in a redemption transaction. Each Reporting Person, may be deemed
to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, and therefore may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.
Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein. |
|
|
|
|
(b) |
Other
than Shares held directly by Messrs. Sternberg and Stein as set forth herein, all of the Shares which the Reporting Persons may be
deemed to beneficially own are held directly by The Spruce Partnership. Spruce Investment and Spruce Capital are the investment advisor
and general partner, respectively, to The Spruce Partnership, and may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of) the Shares held directly by Spruce Partnership. By virtue of their
positions with certain of the Reporting Persons, each of Messrs. Sternberg and Stein may be deemed to have the shared power to vote
or direct the vote of (and the shared power to dispose or direct the disposition of) the Shares held directly by The Spruce Partnership.
In addition, Mr. Sternberg and Mr. Stein directly own 16,849 and 16,805 Shares, respectively, and have the sole power to vote and
dispose of or direct the vote or disposition of such Shares. Mr. Sternberg also holds unvested restricted stock units or performance
restricted stock units representing 5,128 and 6,060 Shares, respectively, which were issued to him in his capacity as a director
of the Issuer and were not included in the calculations set forth herein. |
|
|
|
|
(c) |
Other
than as reported herein, none of the Reporting Persons have entered into any transactions in the Shares during the past sixty (60)
days. |
|
|
|
|
(d) |
No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Ordinary Shares. |
|
|
|
|
(e)
|
Not
applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item
6 of the Schedule 13D is hereby amended to add the following:
The
information set forth in Item 4 is incorporated herein by reference.
Item
7. Material to be Filed as Exhibit
Item
7 of the Schedule 13D is hereby amended to add the following:
CUSIP:
G2143T103
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:
March 5, 2024 |
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 |
|
/s/
Zachary Sternberg |
|
Zachary
Sternberg |
|
|
|
/s/
Benjamin Stein |
|
Benjamin
Stein |
Exhibit
99.1
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