Sec Form 13D Filing - Clark Chad filing for CPG Cooper Square International Equity LLC (XCSIX) - 2021-05-14

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
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CPG Cooper Square International Equity, LLC
(Name of Issuer)

Class I Units
(Title of Class of Securities)

12590U 104
(CUSIP Number)

Chad M. Clark

Matthew C. Pickering
c/o Select Equity Group, L.P.

380 Lafayette Street, 6th Floor
New York, New York 10003

(212) 475-8335

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 1, 2021
(Date of Event Which Requires Filing of Statement on Schedule 13D)

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), checking the following box.  ☐

* 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).

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* Beneficial ownership based on 1,194,409.718 Class I Units outstanding as of May 1, 2021.

(1) All Class I Units are held by the Chad M. Clark Trust Dated 8/10/98, of which Mr. Clark is sole trustee.

* Beneficial ownership based on 1,194,409.718 Class I Units outstanding as of May 1, 2021.

(1) All Class I Units are held by the Matthew Campbell Pickering Trust, of which Mr. Pickering is sole trustee.

Explanatory Note

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2020 (the “Original Schedule 13D”), Amendment No. 1 to Schedule 13D, filed with the SEC on December 10, 2020 (the “Amendment No. 1”),  Amendment No. 2 to Schedule 13D, filed with the SEC on February 17, 2021 (the “Amendment No. 2”), Amendment No. 3 to Schedule 13D, filed with the SEC on March 12, 2021 (the “Amendment No. 3”), and Amendment No. 4 to Schedule 13D, filed with the SEC on April 12, 2021 (the “Amendment No. 4”), relating to the Class I Units (the “Class I Units”) of CPG Cooper Square International Equity LLC, a Delaware limited liability company (the “Issuer”), having its principal executive offices at c/o Central Park Group, LLC, 500 Fifth Avenue, 31^st Floor, New York, NY 10110. Capitalized terms used herein without definition shall have the meanings set forth in the Original Schedule 13D.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

As of the date of this statement:

•	Chad M. Clark is the beneficial owner of 630,000 Class I Units. Mr. Clark has sole voting and dispositive power over 630,000 Class I Units held by Chad M. Clark Trust Dated 8/10/98, a trust for which Mr. Clark serves as sole trustee, as set forth below.

•	Matthew C. Pickering is the beneficial owner of 75,000 Class I Units. Mr. Pickering has sole voting and dispositive power over 75,000 Class I Units held by Matthew Campbell Pickering Trust, a trust for which Mr. Pickering serves as sole trustee, as set forth below.

*The percentage of Class I Units beneficially owned is based on 1,194,409.718 Class I Units outstanding as of May 1, 2021.

In addition to Mr. Clark and Mr. Pickering, certain other employees of Select Equity hold Class I Units.  If Mr. Clark and Mr. Pickering were to be deemed to be members of a “group” with such other employees of Select Equity, the “group” would beneficially own 750,000 Class I Units, representing 62.79% of the outstanding Class I Units. Mr. Clark expressly disclaims, to the extent permitted by applicable law, beneficial ownership of the Class I Units beneficially owned by Mr. Pickering and the other employees of Select Equity. Mr. Pickering expressly disclaims, to the extent permitted by applicable law, beneficial ownership of the Class I Units beneficially owned by Mr. Clark and the other employees of Select Equity.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment No. 5 to Schedule 13D is true, complete, and correct.

Dated as of May 13, 2021