GTT Communications (GTTNQ) Form 4 GTT Communications / Benjamin Forester Stein ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Stein Benjamin Forester

(Last) (First) (Middle)

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC

435 HUDSON STREET, 8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GTT Communications, Inc. [ GTT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/31/2021		J(1)		30,120	D	$0.00	0	D
Common Stock	08/31/2021		J(2)		15,875,000	D	$0.00	0	I(3)	By The Spruce House Partnership LLC

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. On August 31, 2021, the reporting person executed a stock power pursuant to which he irrevocably transferred all shares of the Issuer's common stock over which he had sole voting and dispositive power to the Issuer for no consideration.

2. On August 31, 2021, The Spruce House Partnership LLC (the "Fund") entered into a Stock Transfer Agreement by and between the Issuer and the Fund. Pursuant to the Stock Transfer Agreement, the Fund, for no consideration, immediately upon the execution thereof, irrevocably transferred, assigned, conveyed and delivered to the Issuer (1) all of its right, title and interest in 1,376,370 shares of the Fund's shares of the Issuer's common stock and (2) any and all economic rights and interests associated with the Fund's remaining 14,498,630 shares of the Issuer's common stock (the "Remaining Shares") but retained its right, title and interest in any voting rights associated with the Remaining Shares.

3. The reported securities are held in the account of the Fund. The reporting person is a managing member of Spruce House Capital LLC (the "General Partner"), the general partner of the Fund, and Spruce House Investment Management LLC (the "Investment Manager"), the investment manager of the Fund. The reporting person disclaims beneficial ownership of the reported securities held by the Fund, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.

Remarks:

	BENJAMIN STEIN, By: /s/ Thomas Walker (Attorney-in-fact)	09/02/2021
	** Signature of Reporting Person	Date
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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.