Zachary Sternberg Form 4 GTT Communications / Zachary Sternberg 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Spruce House Partnership LLC

(Last) (First) (Middle)

435 HUDSON ST #804

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2021

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

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

	Form filed by One Reporting Person
X	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

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

1. Name and Address of Reporting Person^*

Spruce House Partnership LLC

(Last) (First) (Middle)

435 HUDSON ST #804

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spruce House Partnership (QP) LP

(Last) (First) (Middle)

435 HUDSON ST #804

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spruce House Capital LLC

(Last) (First) (Middle)

435 HUDSON STREET

8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)

435 HUDSON STREET

8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPRUCE HOUSE PARTNERSHIP (AI) LP

(Last) (First) (Middle)

C/O SPRUCE HOUSE CAPITAL LLC

435 HUDSON STREET, 8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

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)

1. Name and Address of Reporting Person^*

Sternberg Zachary

(Last) (First) (Middle)

SPRUCE HOUSE INVESTMENT MANAGEMENT LLC

435 HUDSON STREET, 8TH FLOOR

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Explanation of Responses:

Remarks:

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 to be transferred to the Issuer upon receipt of certain necessary regulatory approvals. On December 8, 2021, the Fund had received all such regulatory approvals and, as a result, in accordance with the Stock Transfer Agreement, all of its right, title and interest in any voting rights associated with the Remaining Shares had therefore automatically and irrevocably been transferred, assigned, conveyed and delivered to the Issuer. As a result of the foregoing, the Reporting Persons no longer holds any shares of the Issuer's common stock. On December 8, 2021, the Messrs. Stein and Sternberg each resigned from the Issuer's board of directors, effective immediately.

	THE SPRUCE HOUSE PARTNERSHIP LLC: By: The Spruce House Partnership (QP) LP, member; By: Spruce House Capital LLC, its general partner; By: /s/ Tom Walker, President, Treasurer and Secretary	12/09/2021
	THE SPRUCE HOUSE PARTNERSHIP (QP) LP: By: Spruce House Capital LLC, its general partner; By: /s/ Tom Walker, President, Treasurer and Secretary	12/09/2021
	SPRUCE HOUSE CAPITAL LLC, By: /s/ Thomas Walker, Authorized Person	12/09/2021
	SPRUCE HOUSE INVESTMENT MANAGEMENT LLC, By: /s/ Thomas Walker, Authorized Person	12/09/2021
	THE SPRUCE HOUSE PARTNERSHIP (AI) LP, By: /s/ Thomas Walker, Authorized Person	12/09/2021
	BENJAMIN STEIN, By: /s/ Thomas Walker (Attorney-in-fact)	12/09/2021
	ZACH STERNBERG, By: /s/ Thomas Walker (Attorney-in-fact)	12/09/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.