Sec Form 4 Filing - Spruce House Partnership LLC @ Latch, Inc. - 2021-06-04

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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FORM 4
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. [ LTCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Less than 10% Owner
(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
Common Stock 06/04/2021 J 0 ( 1 ) D 9,400,023 D ( 2 ) ( 3 ) ( 4 )
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
Less than 10% Owner
SPRUCE HOUSE PARTNERSHIP (AI) LP
435 HUDSON STREET
8TH FLOOR
NEW YORK, NY10014
Less than 10% Owner
Spruce House Partnership (QP) LP
435 HUDSON STREET
8TH FLOOR
NEW YORK, NY10014
Less than 10% Owner
Spruce House Capital LLC
435 HUDSON STREET
8TH FLOOR
NEW YORK, NY10014
Less than 10% Owner
Sternberg Zachary
435 HUDSON STREET
8TH FLOOR
NEW YORK, NY10014
Less than 10% Owner
Stein Benjamin Forester
435 HUDSON STREET
8TH FLOOR
NEW YORK, NY10014
Less than 10% Owner
SPRUCE HOUSE INVESTMENT MANAGEMENT LLC
435 HUDSON STREET
8TH FLOOR
NEW YORK, NY10014
Less than 10% Owner
Signatures
Spruce H The ouse Partnership LLC By: /s/ Thomas Walker, Authorized Person 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, (Attorney-in fact) 06/11/2021
** Signature of Reporting Person Date
Benjamin Stein By: /s/ Thomas Walker, (Attorney-in fact) 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 )On June 4, 2021, the business combination of TS Innovation Acquisition Corp. ("TSIA") and Latch, Inc. was consummated (the "Closing"). In connection with the Closing, TSIA changed its name to Latch, Inc. and each of TSIA's shares of Class A Common Stock converted into shares of Common Stock of Latch, Inc. Prior to the Closing, the Reporting Persons (as defined below) beneficially owned greater than 10% of TSIA, as indicated on the Reporting Persons' Form 3 filing. After the Closing, the Reporting Persons no longer beneficially own any interest of TSIA, as it merged out of existence as a result of the business combination. Further, as of the date of this filing, the Reporting Persons do not beneficially own greater than 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 Common Stock issued and outstanding.
( 2 )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").
( 3 )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.
( 4 )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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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