Spruce House Partnership LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
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.