Sec Form 3 Filing - Spruce House Partnership LLC @ Latch, Inc. - 2021-06-04

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Spruce House Partnership LLC 2. Issuer Name and Ticker or Trading Symbol Latch, Inc. [ TSIA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SPRUCE HOUSE CAPITAL LLC, 435 HUDSON STREET, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/04/2021 (Street) NEW YORK, NY10014 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, $0.0001 par value per share 5,265,561 ( 1 ) ( 2 ) D ( 3 ) ( 4 ) ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spruce House Partnership LLC C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY10014 X SPRUCE HOUSE PARTNERSHIP (AI) LP C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY10014 X Spruce House Partnership (QP) LP C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET 8TH FLOOR NEW YORK, NY10014 X Spruce House Capital LLC C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET 8TH FLOOR NEW YORK, NY10014 X Sternberg Zachary SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY10014 X Stein Benjamin Forester SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY10014 X SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET 8TH FLOOR NEW YORK, NY10014 X Signatures The Spruce House Partnership LLC By: /s/ Thomas Walker, Authorized 06/11/2021 Signature of Reporting Person Date The Spruce House Partnership (AI) LP By: /s/ Thomas Walker, Authorized Person 06/11/2021 Signature of Reporting Person Date The Spruce House Partnership (QP) LP By: /s/ Thomas Walker, Authorized Person 06/11/2021 Signature of Reporting Person Date Spruce House Capital LLC By: /s/ Thomas Walker, Authorized Person 06/11/2021 Signature of Reporting Person Date Zachary Sternberg By: /s/ Thomas Walker, Authorized Person 06/11/2021 Signature of Reporting Person Date Benjamin Stein By: /s/ Thomas Walker, Authorized Person 06/11/2021 Signature of Reporting Person Date Spruce House Investment Management LLC By: /s/ Thomas Walker, Authorized Person 06/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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"). ( 4 )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. ( 5 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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