Page 8 of 12 – SEC Filing
CUSIP:
N20146101
| Item 3. | Source and Amount of Funds or Other Consideration. |
The
Shares purchased by Spruce Partnership were purchased with working capital (which may, at any given time, include margin loans
made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,358,903
Shares beneficially owned by Spruce Partnership is approximately $124,974,759, including brokerage commissions. The aggregate
purchase cost of the 15,343 Shares owned directly by Mr. Sternberg is approximately $742,594, including brokerage commissions.
Such Shares were acquired with personal funds. The aggregate purchase cost of the 16,805 Shares owned directly by Mr. Stein is
approximately $739,961, including brokerage commissions. Such Shares were acquired with personal funds.
| Item 4. | Purpose of Transaction. |
On
September 14, 2017, in connection with the Issuer’s 2017 annual general meeting of shareholders to be held on November 14,
2017 (the “2017 Annual Meeting”), the Issuer nominated Mr. Sternberg for election to the Supervisory Board to serve
for a term of four years ending on the date of the Issuer’s annual general meeting of shareholders in 2021. Irrespective
of the outcome of the election at the 2017 Annual Meeting, Mr. Sternberg and the other Reporting Persons look forward to continuing
their long-standing support of the Issuer. The Reporting Persons are supportive of the efforts of the senior management of the
Issuer, which have generated, and in the Reporting Persons’ views, will continue to generate, significant shareholder value.
The
Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons’ belief that such
securities, when purchased, were undervalued and represented, and continue to represent, an attractive investment opportunity.
Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability
of securities of the Issuer at prices that would make the purchase or sale of securities of the Issuer desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting
Persons may deem advisable.
No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed
herein.
| Item 5. | Interest in Securities of the Issuer. |
The
aggregate percentage of Shares reportedly owned by each person named herein is based upon 31,303,590 Shares outstanding, as of
August 4, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed
with the Securities and Exchange Commission on August 11, 2017.
| A. | Spruce Investment |
| (a) | Spruce Investment, as the investment adviser of Spruce Partnership, may be deemed the beneficial owner of the 2,358,903 Shares owned by Spruce Partnership. | |
| Percentage: Approximately 7.5% | ||
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 2,358,903 | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
| 4. Shared power to dispose or direct the disposition: 2,358,903 | ||
| (c) | Spruce Investment has not entered into any transactions in the Shares during the past sixty (60) days. |
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