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13D Filing: Spruce House Investment Management LLC and Cimpress N.V. (CMPR)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Spruce House Investment Management 15,343 2,358,903 15,343 2,358,903 2,358,903 7.5%
Spruce House Capital 16,805 2,358,903 16,805 2,358,903 2,358,903 7.5%
The Spruce House Partnership 2,358,903 2,358,903 2,358,903 7.5%
Zachary Sternberg 2,358,903 2,358,903 2,374,246 7.6%
Benjamin Stein 2,358,903 2,358,903 2,375,708 7.6%

Page 1 of 12 – SEC Filing

 

 

 

UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549

 

 

 

SCHEDULE
13D

(Rule
13d-101)

 

INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE
13d-2(a)

 

Cimpress
N.V.

(Name
of Issuer)

 

Ordinary
shares, par value €0.01 per share

(Title
of Class of Securities)

 

N20146101

(CUSIP
Number)

 

Spruce
House Investment Management LLC

435
Hudson Street, Suite 804

New
York, New York 10014

(Name,
Address and Telephone Number of Person

Authorized
to Receive Notices and Communications)

 

October
2, 2017

(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 that 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 [X].

 

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.

 

(Continued
on following pages)

 

 

 

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Page 2 of 12 – SEC Filing

 

CUSIP:
N20146101

 

1

NAME
OF REPORTING PERSONS

 

Spruce
House Investment Management LLC

2

CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [  ]

(b)
[X]

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

 

2,358,903

  9  

SOLE
DISPOSITIVE POWER

 


0 –

  10  

SHARED
DISPOSITIVE POWER

 

2,358,903

11

AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,358,903

12

CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [  ]

 

13

PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5%

14

TYPE
OF REPORTING PERSON

 

OO,
IA

 

2

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Page 3 of 12 – SEC Filing

 

CUSIP:
N20146101

 

1

NAME
OF REPORTING PERSONS

 

Spruce
House Capital LLC

2

CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [  ]

(b)
[X]

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

 

2,358,903

  9  

SOLE
DISPOSITIVE POWER

 


0 –

  10  

SHARED
DISPOSITIVE POWER

 

2,358,903

11

AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,358,903

12

CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[  ]

 

13

PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5%

14

TYPE
OF REPORTING PERSON

 

OO

 

3

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Page 4 of 12 – SEC Filing

 

CUSIP:
N20146101

 

1

NAME
OF REPORTING PERSONS

 

The
Spruce House Partnership LP

2

CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [  ]

(b)
[X]

3

SEC
USE ONLY

 

 

4

SOURCE
OF FUNDS

WC

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

 

2,358,903

  9  

SOLE
DISPOSITIVE POWER

 


0 –

  10  

SHARED
DISPOSITIVE POWER

 

2,358,903

11

AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,358,903

12

CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[  ]

 

13

PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5%

14

TYPE
OF REPORTING PERSON

 

PN

 

4

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Page 5 of 12 – SEC Filing

 

CUSIP:
N20146101

 

1

NAME
OF REPORTING PERSONS

 

Zachary
Sternberg

2

CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [  ]

(b)
[X]

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

 

15,343

  8  

SHARED
VOTING POWER

 

2,358,903

  9  

SOLE
DISPOSITIVE POWER

 

15,343

  10  

SHARED
DISPOSITIVE POWER

 

2,358,903

11

AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,374,246

12

CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[  ]

 

 

13

PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.6%

14

TYPE
OF REPORTING PERSON

 

IN,
HC

 

5

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Page 6 of 12 – SEC Filing

 

CUSIP:
N20146101

 

1

NAME
OF REPORTING PERSONS

 

Benjamin
Stein

2

CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) [  ]

(b)
[X]

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

 

2,358,903

  9  

SOLE
DISPOSITIVE POWER

 

16,805

  10  

SHARED
DISPOSITIVE POWER

 

2,358,903

11

AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,375,708

12

CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[  ]

 

13

PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.6%

14

TYPE
OF REPORTING PERSON

 

IN,
HC

 

6

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Page 7 of 12 – SEC Filing

 

CUSIP:
N20146101

 

The
following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item
1.
Security
and Issuer
.

 

This
statement relates to the Ordinary shares, par value €0.01 per share (the “Shares”), of Cimpress N.V., a limited
liability corporation organized under the laws of the Netherlands (the “Issuer”). The address of the principal executive
offices of the Issuer is Hudsonweg 8, 5928 LW Venlo, the Netherlands.

 

Item
2.
Identity
and Background
.

 

(a)       This
statement is filed by:

 

  (i) Spruce
House Investment Management LLC, a Delaware limited liability company (“Spruce Investment”);
     
  (ii) Spruce
House Capital LLC, a Delaware limited liability company (“Spruce Capital”);
     
  (iii) The
Spruce House Partnership LP, a Delaware limited partnership (“Spruce Partnership”);
     
  (iv) Zachary
Sternberg; and
     
  (v) Benjamin
Stein.

 

Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.

 

(b)       The
address of the principal office of each of the Reporting Persons is 435 Hudson Street, 8th Floor, New York, New York 10014.

 

(c)       The
principal business of Spruce Investment is serving as the investment adviser to Spruce Partnership, which is an investment limited
partnership. The principal business of Spruce Capital is serving as the general partner of Spruce Partnership. Messrs. Sternberg
and Stein are the managers of each of Spruce Investment and Spruce Capital.

 

(d)       No
Reporting Person has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

 

(e)       No
Reporting Person has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.

 

(f)       The
citizenship or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto.

 

7

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Page 8 of 12 – SEC Filing

 

CUSIP:
N20146101

 

Item
3.
Source
and Amount of Funds or Other Consideration
.

 

The
Shares purchased by Spruce Partnership were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,358,903
Shares beneficially owned by Spruce Partnership is approximately $124,974,759, including brokerage commissions. The aggregate
purchase cost of the 15,343 Shares owned directly by Mr. Sternberg is approximately $742,594, including brokerage commissions.
Such Shares were acquired with personal funds. The aggregate purchase cost of the 16,805 Shares owned directly by Mr. Stein is
approximately $739,961, including brokerage commissions. Such Shares were acquired with personal funds.

 

Item
4.
Purpose
of Transaction
.

 

On
September 14, 2017, in connection with the Issuer’s 2017 annual general meeting of shareholders to be held on November 14,
2017 (the “2017 Annual Meeting”), the Issuer nominated Mr. Sternberg for election to the Supervisory Board to serve
for a term of four years ending on the date of the Issuer’s annual general meeting of shareholders in 2021. Irrespective
of the outcome of the election at the 2017 Annual Meeting, Mr. Sternberg and the other Reporting Persons look forward to continuing
their long-standing support of the Issuer. The Reporting Persons are supportive of the efforts of the senior management of the
Issuer, which have generated, and in the Reporting Persons’ views, will continue to generate, significant shareholder value.

 

The
Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons’ belief that such
securities, when purchased, were undervalued and represented, and continue to represent, an attractive investment opportunity.
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability
of securities of the Issuer at prices that would make the purchase or sale of securities of the Issuer desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.

 

No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed
herein.

 

Item
5.
Interest
in Securities of the Issuer
.

 

The
aggregate percentage of Shares reportedly owned by each person named herein is based upon 31,303,590 Shares outstanding, as of
August 4, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on August 11, 2017.

 

A. Spruce
Investment

 

  (a) Spruce
Investment, as the investment adviser of Spruce Partnership, may be deemed the beneficial owner of the 2,358,903 Shares owned
by Spruce Partnership.
     
    Percentage:
Approximately 7.5%
     
  (b) 1.
Sole power to vote or direct vote: 0
    2.
Shared power to vote or direct vote: 2,358,903
    3.
Sole power to dispose or direct the disposition: 0
    4.
Shared power to dispose or direct the disposition: 2,358,903
     
  (c) Spruce
Investment has not entered into any transactions in the Shares during the past sixty (60) days.

 

8

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Page 9 of 12 – SEC Filing

 

CUSIP:
N20146101

 

B. Spruce
Capital

 

  (a) Spruce
Capital, as the general partner of Spruce Partnership, may be deemed the beneficial owner of the 2,358,903 Shares owned by
Spruce Partnership.
     
    Percentage:
Approximately 7.5%
     
  (b) 1.
Sole power to vote or direct vote: 0
    2.
Shared power to vote or direct vote: 2,358,903
    3.
Sole power to dispose or direct the disposition: 0
    4.
Shared power to dispose or direct the disposition: 2,358,903
     
  (c) Spruce
Capital has not entered into any transactions in the Shares during the past sixty (60) days.

 

C. Spruce
Partnership

 

  (a) As
of the close of business on October 10, 2017, Spruce Partnership beneficially owned 2,358,903 Shares.
     
    Percentage:
7.5%
     
  (b) 1.
Sole power to vote or direct vote: 0
    2.
Shared power to vote or direct vote: 2,358,903
    3.
Sole power to dispose or direct the disposition: 0
    4.
Shared power to dispose or direct the disposition: 2,358,903
     
  (c) Spruce
Partnership has not entered into any transactions in the Shares during the past sixty (60) days.

 

D.       Mr.
Sternberg

 

  (a) As
of the close of business on October 10, 2017, Mr. Sternberg beneficially owned 15,343 Shares. Mr. Sternberg, as the manager
of each of Spruce Investment and Spruce Capital, may be deemed the beneficial owner of the 2,358,903 Shares owned by Spruce
Partnership.
     
    Percentage:
7.6%
     
  (b) 1.
Sole power to vote or direct vote: 15,343
    2.
Shared power to vote or direct vote: 2,358,903
    3.
Sole power to dispose or direct the disposition: 15,343
    4.
Shared power to dispose or direct the disposition: 2,358,903
     
  (c) Mr.
Sternberg has not entered into any transactions in the Shares during the past sixty (60) days.

 

9

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Page 10 of 12 – SEC Filing

 

CUSIP:
N20146101

 

E.       Mr.
Stein

 

  (a) As
of the close of business on October 10, 2017, Mr. Stein beneficially owned 16,805 Shares. Mr. Stein, as the manager of each
of Spruce Investment and Spruce Capital, may be deemed the beneficial owner of the 2,358,903 Shares owned by Spruce Partnership.
     
    Percentage:
7.6%
     
  (b) 1.
Sole power to vote or direct vote: 16,805
    2.
Shared power to vote or direct vote: 2,358,903
    3.
Sole power to dispose or direct the disposition: 16,805
    4.
Shared power to dispose or direct the disposition: 2,358,903
     
  (c) Mr.
Stein has not entered into any transactions in the Shares during the past sixty (60) days.

 

Each
Reporting Person, as 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, 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.

 

  (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 Shares.
  (e) Not
applicable.

 

Item
6.
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.

 

On
October 10, 2017, the Reporting Persons entered into a Joint Filing Agreement in which, among other things, the Reporting Persons
agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer.
The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item
7.
Material
to be Filed as Exhibits
.

 

  99.1 Joint
Filing Agreement by and among Spruce House Investment Management LLC, Spruce House Capital LLC, The Spruce House Partnership
LP, Zachary Sternberg and Benjamin Stein, dated October 10, 2017.

 

10

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Page 11 of 12 – SEC Filing

 

SIGNATURES

 

After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.

 

Dated:
October 10, 2017

 

  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 LP
     
  By: Spruce
House Capital LLC,
    Its
general partner
     
  By: /s/
Zachary Sternberg
  Name: Zachary
Sternberg
  Title:
Managing
Member

 

 

/s/
Zachary Sternberg

  Zachary
Sternberg

 

 

/s/
Benjamin Stein

  Benjamin
Stein

 

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Page 12 of 12 – SEC Filing

 

JOINT
FILING AGREEMENT

 

In
accordance with Rule 13d-1(k)(1) under the Securities Exchan
ge
Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule
13D (including additional amendments thereto) with respect to the Ordinary shares, par value €0.01 per share, of Cimpress
N.V., a limited liability corporation organized under the laws of the Netherlands. This Joint Filing Agreement shall be filed
as an Exhibit to such Statement.

Dated:
October 10, 2017

 

  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 LP
     
  By: Spruce
House Capital LLC,
    Its
general partner
     
  By: /s/
Zachary Sternberg
  Name: Zachary
Sternberg
  Title:
Managing
Member

 

 

/s/
Zachary Sternberg

  Zachary
Sternberg

 

 

/s/
Benjamin Stein

  Benjamin
Stein

 

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