UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
GTT Communications, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
362393100
(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)
December 13, 2019
(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 ofRules 13d-1(e),13d-1(f) or13d-1(g), check the following box. ☐
CUSIP No. 362393100
| 1 | NAME OF REPORTING PERSON.
Spruce House Investment Management LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK 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
15,875,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,875,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,875,000 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
28.0%1 | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA | |||||
| 1 | Based on an aggregate of 56,650,772 outstanding shares of common stock as of November 8, 2019 as reported on the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 12, 2019. |
CUSIP No. 362393100
| 1 | NAME OF REPORTING PERSON.
Spruce House Capital LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK 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
15,875,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,875,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,875,000 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
28.0%1 | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| 1 | Based on an aggregate of 56,650,772 outstanding shares of common stock as of November 8, 2019 as reported on the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 12, 2019. |
CUSIP No. 362393100
| 1 | NAME OF REPORTING PERSON.
The Spruce House Partnership LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC | |||||
| 5 | CHECK 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
15,875,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,875,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,875,000 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
28.0%1 | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| 1 | Based on an aggregate of 56,650,772 outstanding shares of common stock as of November 8, 2019 as reported on the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 12, 2019. |
CUSIP No. 362393100
| 1 | NAME OF REPORTING PERSON.
Zachary Sternberg | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK 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
15,875,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,875,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,875,000 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
28.0%1 | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
| 1 | Based on an aggregate of 56,650,772 outstanding shares of common stock as of November 8, 2019 as reported on the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 12, 2019. |
CUSIP No. 362393100
| 1 | NAME OF REPORTING PERSON.
Benjamin Stein | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF | |||||
| 5 | CHECK 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
11,167 | ||||
| 8 | SHARED VOTING POWER
15,875,000 | |||||
| 9 | SOLE DISPOSITIVE POWER
11,167 | |||||
| 10 | SHARED DISPOSITIVE POWER
15,875,000 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,886,167 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
28.0%1 | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC | |||||
| 1 | Based on an aggregate of 56,650,772 outstanding shares of common stock as of November 8, 2019 as reported on the Issuer’s Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 12, 2019. |
AMENDMENT NO. 6 TO SCHEDULE 13D
This amendment to Schedule 13D is being filed by Spruce House Investment Management LLC (the “Investment Manager”), Spruce House Capital LLC (the “General Partner”), The Spruce House Partnership LP (the “Fund”), Zachary Sternberg and Benjamin Stein (the “Managing Members”) (collectively, the “Reporting Persons”, and each, a “Reporting Person”).
The Schedule 13D (the “Schedule”) filed with the Securities and Exchange Commission on December 26, 2018, as amended by Amendment No. 1 filed on January 27, 2019, Amendment No. 2 filed on April 22, 2019, Amendment No. 3 filed on August 15, 2019, Amendment No. 4 filed on November 29, 2019 and Amendment No. 5 filed on December 4, 2019, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 6. This amendment is filed by the Reporting Persons in accordance with Rule13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
Except as specifically amended by this Amendment No. 6, the Schedule is unchanged.
| Item 3 | Source and Amount of Funds or Other Considerations |
The disclosure in Item 3 is hereby amended to add the following to the end thereof:
The information set forth in Item 5(c) of this amendment to Schedule 13D is incorporated herein by reference. Such purchases were funded using working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business).
| Item 4 | Purpose of Transaction |
The disclosure in Item 4 is hereby amended to add the following to the end thereof:
The transactions described in Item 5(c) below were effectuated for investment purposes in the regular course of such entity’s business.
| Item 5 | Interest in Securities of the Issuer |
The disclosure in Items 5(a) and 5(b) is hereby amended and restated in its entirety to read as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of common stock (including but not limited to footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of common stock as to which each of the persons or entities referenced in Item 2 above has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including but not limited to footnotes to such information) are incorporated herein by reference.
15,875,000 shares of Common Stock are held in the account of the Fund, a private investment fund managed by the Investment Manager, and may be deemed to be beneficially owned by the Investment Manager, the General Partner of the Fund, and by the Managing Members of the Investment Manager and the General Partner. Each of the Investment Manager, the General Partner, and the Managing Members expressly disclaims beneficial ownership of the shares held by the Fund.
Benjamin Stein may be deemed to beneficially own 15,886,167 shares of Common Stock, including 11,167 shares of restricted stock. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or direct the disposition of 11,167 shares of Common Stock, including 11,167 shares of restricted stock and (b) the shared power to vote or direct the vote of and to dispose of or direct the disposition of 15,875,000 shares of Common Stock held by the Fund. He disclaims beneficial ownership of 15,875,000 shares of Common Stock held by the Fund, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
The disclosure in Item 5(c) of the Schedule 13D is hereby supplemented by adding the following at the end thereof:
On December 5, 2019, the Fund purchased 162,200 shares of Common Stock of the Issuer at a weighted average price of $10.2965 per share1 in open market transactions.
On December 6, 2019, the Fund purchased 17,800 shares of Common Stock of the Issuer at a weighted average price of $10.9514 per share2 in open market transactions.
On December 9, 2019, the Fund purchased 60,965 shares of Common Stock of the Issuer at a weighted average price of $11.3134 per share3 in open market transactions.
On December 13, 2019, the Fund purchased 559,035 shares of Common Stock of the Issuer at a weighted average price of $11.9433 per share4 in open market transactions.
| Item 7 | Materials to Be Filed as Exhibits |
The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:
| Exhibit 99.4.6 | Joint Filing Agreement, dated as of December 16, 2019. |
| 1 | These shares were purchased in multiple transactions at prices ranging from $9.97 to $10.51, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 2 | These shares were purchased in multiple transactions at prices ranging from $10.66 to $11.00, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 3 | These shares were purchased in multiple transactions at prices ranging from $11.135 to $11.350, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
| 4 | These shares were purchased in multiple transactions at prices ranging from $11.30 to $12.27, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within such range. |
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.
Date: December 16, 2019
| Spruce House Investment Management LLC | ||
| By: /s/ Thomas Walker | ||
| Name: | Thomas Walker | |
| Title: | Authorized Person |
| Spruce House Capital LLC | ||
| By: /s/ Thomas Walker | ||
| Name: | Thomas Walker | |
| Title: | Authorized Person |
| The Spruce House Partnership LP | ||
| By: | Spruce House Capital LLC | |
| Its general partner | ||
| By: /s/ Thomas Walker | ||
| Name: | Thomas Walker | |
| Title: | Authorized Person | |
| Zachary Sternberg | ||
/s/ Thomas Walker | ||
| (Attorney-in-fact) | ||
| Benjamin Stein | ||
/s/ Thomas Walker | ||
| (Attorney-in-fact) | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement:Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention - Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
