13D Filing: Spruce House Investment Management LLC and Colliers International Group Inc. (CIGI)

 

 

UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE
13D

 

Under
the Securities Exchange Act of 1934

 

Colliers
International Group Inc.

(Name
of Issuer)

 

Subordinate
Voting Shares

(Title
of Class of Securities)

 

194693107

(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)

 

September
14, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 (“Act”) 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).

 

 

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Spruce House Investment Management LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [  ] (b) [X]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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   5,985,242
		9.		SOLE DISPOSITIVE POWER   0
		10.		SHARED DISPOSITIVE POWER   5,985,242

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,985,242
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [  ]
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16%
14.		TYPE OF REPORTING PERSON (see instructions) IA

 

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Spruce House Capital LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [  ] (b) [X]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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   5,985,242
		9.		SOLE DISPOSITIVE POWER   0
		10.		SHARED DISPOSITIVE POWER   5,985,242

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,985,242
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [  ]
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16%
14.		TYPE OF REPORTING PERSON (see instructions) OO

 

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Spruce House Partnership LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [  ] (b) [X]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   WC
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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   5,985,242
		9.		SOLE DISPOSITIVE POWER   0
		10.		SHARED DISPOSITIVE POWER   5,985,242

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,985,242
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [  ]
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16%
14.		TYPE OF REPORTING PERSON (see instructions) PN

 

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zachary Sternberg
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [  ] (b) [X]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   AF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   0
		8.		SHARED VOTING POWER   5,985,242
		9.		SOLE DISPOSITIVE POWER   0
		10.		SHARED DISPOSITIVE POWER   5,985,242

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,985,242
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [  ]
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16%
14.		TYPE OF REPORTING PERSON (see instructions) IN, HC

 

 

1.		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Benjamin Stein
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [  ] (b) [X]
3.		SEC USE ONLY
4.		SOURCE OF FUNDS (see instructions)   AF, PF
5.		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [  ]
6.		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.		SOLE VOTING POWER   5,129
		8.		SHARED VOTING POWER   5,985,242
		9.		SOLE DISPOSITIVE POWER   5,129
		10.		SHARED DISPOSITIVE POWER   5,985,242

11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,990,371
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [  ]
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16%
14.		TYPE OF REPORTING PERSON (see instructions) IN, HC

 

 

Item
1. Security and Issuer.

 

This
Schedule 13D (this “Schedule 13D”) relates to the Subordinate Voting Shares (the “Shares”) of Colliers
International Group Inc., a Canadian corporation (the “Issuer”). The principal executive offices of the Issuer are
located at 1140 Bay Street, Suite 4000, Toronto, Ontario, Canada M5S 2B4.

 

Item
2. Identity and Background.

 

The
persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective
places of organization, general partners, directors, executive officers and controlling persons and the information regarding
them, are as follows:

 

a)

This Schedule 13D 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 business address of the Reporting Persons is 435 Hudson Street, Suite 804, New York, New York 10014.
	c)	The present principal occupation or employment of each of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such employment is conducted is as follows: Spruce Investment is the investment adviser to Spruce Partnership, which is an investment limited partnership. Spruce Capital, is the general partner of Spruce Partnership. Messrs. Sternberg and Stein are the managers of each of Spruce Investment and Spruce Capital.
	d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	e)	During the last five years, none of the Reporting Persons was a 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.

 

Item
3. Source or 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 5,985,242
Shares beneficially owned by Spruce Partnership is approximately $193,859,574, including brokerage commissions. The aggregate
purchase cost of the 5,129 Shares owned directly by Mr. Stein is approximately $81,984, including brokerage commissions. Such
Shares were acquired with personal funds.

 

 

Item
4. Purpose of Transaction.

 

On
September 14, 2017, the Issuer’s board of directors (the “Board”) appointed Mr. Stein to the Board, effective
immediately. Mr. Stein 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 in Mr. Stein’s capacity as a director of the Issuer or as otherwise 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 reported owned by each person named herein is based upon 37,515,992 Shares outstanding as of August
2, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Management’s Discussion and Analysis
for the Six Month Period Ended June 30, 2017, as filed with the Securities and Exchange Commission on August 2, 2017.

 

A.	Spruce Investment

 

	a)	Spruce Investment, as the investment adviser of Spruce Partnership, may be deemed the beneficial owner of the 5,985,242 Shares owned by Spruce Partnership.
		Percentage: Approximately 16%
	b)	1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,985,242 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,985,242
	c)	Spruce Investment has not entered into any transactions in the Shares during the past sixty (60) days.

 

 

B.	Spruce Capital

 

	a)	Spruce Capital, as the general partner of Spruce Partnership, may be deemed the beneficial owner of the 5,985,242 Shares owned by Spruce Partnership.
		Percentage: Approximately 16%
	b)	1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,985,242 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,985,242
	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 September 21, 2017, Spruce Partnership beneficially owned 5,985,242 Shares.
		Percentage: Approximately 16%
	b)	1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,985,242 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,985,242
	c)	Spruce Partnership has not entered into any transactions in the Shares during the past sixty (60) days.

 

D.	Mr. Sternberg

 

	a)	Mr. Sternberg, as the manager of each of Spruce Management and Spruce Capital, may be deemed the beneficial owner of the 5,985,242 Shares owned by Spruce Partnership.
		Percentage: Approximately 16%
	b)	1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 5,985,242 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 5,985,242
	c)	Mr. Sternberg has not entered into any transactions in the Shares during the past sixty (60) days.

 

E.

Mr. Stein

 

	a)	As of the close of business on September 21, 2017, Mr. Stein beneficially owned 5,129 Shares. Mr. Stein, as the manager of each of Spruce Management and Spruce Capital, may be deemed the beneficial owner of the 5,985,242 Shares owned by Spruce Partnership.
		Percentage: Approximately 16%
	b)	1. Sole power to vote or direct vote: 5,129 2. Shared power to vote or direct vote: 5,985,242 3. Sole power to dispose or direct the disposition: 5,129 4. Shared power to dispose or direct the disposition: 5,985,242
	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)
Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares reported herein.

 

e)
Not applicable.

 

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

 

Spruce
Investment is an investment adviser to its client, Spruce Partnership, which has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares. Spruce Capital, is the general partner of Spruce Partnership.
Messrs. Sternberg and Stein are the managers of each of Spruce Investment and Spruce Capital.

 

The
Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto.
A copy of such agreement is attached as Exhibit 1 to this Schedule 13D and is incorporated by reference herein.

 

Item
7. Material to Be Filed as Exhibits.

 

Exhibit	_	Description
1*		Joint Filing Agreement, dated September 25, 2017

 

*
Filed herewith.

 

 

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: September 25, 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 HousePartnership 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