Page 7 of 11 – SEC Filing
Item
1. Security and Issuer.
This
Schedule 13D (this “Schedule 13D”) relates to the Subordinate Voting Shares (the “Shares”) of Colliers
International Group Inc., a Canadian corporation (the “Issuer”). The principal executive offices of the Issuer are
located at 1140 Bay Street, Suite 4000, Toronto, Ontario, Canada M5S 2B4.
Item
2. Identity and Background.
The
persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective
places of organization, general partners, directors, executive officers and controlling persons and the information regarding
them, are as follows:
a) | This Schedule 13D is filed by: |
(i) | Spruce House Investment Management LLC, a Delaware limited liability company (“Spruce Investment”); | |
(ii) | Spruce House Capital LLC, a Delaware limited liability company (“Spruce Capital”); | |
(iii) | The Spruce House Partnership LP, a Delaware limited partnership (“Spruce Partnership”) | |
(iv) | Zachary Sternberg; and | |
(v) | Benjamin Stein. |
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each
of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
b) | The business address of the Reporting Persons is 435 Hudson Street, Suite 804, New York, New York 10014. | |
c) | The present principal occupation or employment of each of the Reporting Persons and the name, principal business and address of any corporation or other organization in which such employment is conducted is as follows: Spruce Investment is the investment adviser to Spruce Partnership, which is an investment limited partnership. Spruce Capital, is the general partner of Spruce Partnership. Messrs. Sternberg and Stein are the managers of each of Spruce Investment and Spruce Capital. | |
d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
e) | During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
f) | The citizenship or place of organization for each of the Reporting Persons is listed in Row 6 of the cover pages hereto. |
Item
3. Source or 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 5,985,242
Shares beneficially owned by Spruce Partnership is approximately $193,859,574, including brokerage commissions. The aggregate
purchase cost of the 5,129 Shares owned directly by Mr. Stein is approximately $81,984, including brokerage commissions. Such
Shares were acquired with personal funds.