Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
SPARK NETWORKS SE
(Name of Issuer)
American Depository Shares, each representing 0.1 no par value registered Ordinary Shares
(Title of Class of Securities)
846517100
(CUSIP Number)
March 29, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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* |
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 846517100
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). |
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John H. Lewis |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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United States |
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5. |
Sole Voting Power |
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Number of |
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670,834 ADS(1) |
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Shares |
6. |
Shared Voting Power |
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Beneficially |
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owned by |
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4,098,027 ADS |
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Each |
7. |
Sole Dispositive Power |
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Reporting |
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Person |
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670,834 ADS(1) |
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With: |
8. |
Shared Dispositive Power |
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4,098,027 ADS |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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4,768,861 ADS |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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[ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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17.5% |
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12. |
Type of Reporting Person (See Instructions) |
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IN |
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(1) Reflects 170,834 ADS directly held by the reporting person and 500,000 ADSs that may be acquired pursuant to stock options held by the reporting person.
CUSIP No. 846517100
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). |
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Osmium Partners, LLC |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Delaware |
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5. |
Sole Voting Power |
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Number of |
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0 |
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Shares |
6. |
Shared Voting Power |
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Beneficially |
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owned by |
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4,098,027 ADS |
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Each |
7. |
Sole Dispositive Power |
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Reporting |
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Person |
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0 |
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With: |
8. |
Shared Dispositive Power |
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4,098,027 ADS |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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4,098,027 ADS |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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[ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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15.0% |
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12. |
Type of Reporting Person (See Instructions) |
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CO, OO |
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CUSIP No. 846517100
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). |
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Osmium Capital, LP |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Delaware |
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5. |
Sole Voting Power |
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Number of |
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0 |
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Shares |
6. |
Shared Voting Power |
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Beneficially |
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owned by |
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2,091,505 ADS(1) |
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Each |
7. |
Sole Dispositive Power |
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Reporting |
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Person |
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0 |
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With: |
8. |
Shared Dispositive Power |
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2,091,505 ADS(1) |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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2,091,505 ADS(1) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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[ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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7.7% |
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12. |
Type of Reporting Person (See Instructions) |
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PN |
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(1) Reflects 728,900ADSs that may be acquired pursuant to call options held by the reporting person.
CUSIP No. 846517100
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). |
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Osmium Capital II, LP |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Delaware |
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5. |
Sole Voting Power |
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Number of |
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0 |
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Shares |
6. |
Shared Voting Power |
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Beneficially |
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owned by |
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529,319 ADS |
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Each |
7. |
Sole Dispositive Power |
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Reporting |
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Person |
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0 |
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With: |
8. |
Shared Dispositive Power |
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529,319 ADS |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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529,319 ADS |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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[ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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1.9% |
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12. |
Type of Reporting Person (See Instructions) |
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PN |
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CUSIP No. 846517100
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). |
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Osmium Spartan, LP |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Delaware |
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5. |
Sole Voting Power |
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Number of |
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0 |
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Shares |
6. |
Shared Voting Power |
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Beneficially |
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owned by |
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470,867 ADS |
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Each |
7. |
Sole Dispositive Power |
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Reporting |
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Person |
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0 |
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With: |
8. |
Shared Dispositive Power |
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470,867 ADS |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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470,867 ADS |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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[ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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1.7% |
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12. |
Type of Reporting Person (See Instructions) |
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PN |
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CUSIP No. 846517100
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1. |
Names of Reporting Persons. |
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I.R.S. Identification Nos. of above persons (entities only). |
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Osmium Diamond, LP |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization |
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Delaware |
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5. |
Sole Voting Power |
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Number of |
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0 |
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Shares |
6. |
Shared Voting Power |
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Beneficially |
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owned by |
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1,006,336 ADS |
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Each |
7. |
Sole Dispositive Power |
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Reporting |
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Person |
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0 |
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With: |
8. |
Shared Dispositive Power |
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1,006,336 ADS |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person |
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1,006,336 ADS |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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[ ] |
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11. |
Percent of Class Represented by Amount in Row (9) |
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3.7% |
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12. |
Type of Reporting Person (See Instructions) |
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PN |
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Item 1.
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(a) |
The name of the issuer is Spark Networks SE, a European stock corporation with its corporate seat in Germany (the "Issuer"). |
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(b) |
The principal executive offices of the Issuer are located at Kohlfurter Straße 41/43, Berlin 10999 Germany. |
Item 2.
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(a) |
This statement (this "Statement") is being filed by John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company ("Osmium Partners"), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (the "Fund") and Osmium Capital II, LP, a Delaware limited partnership ("Fund II"), Osmium Spartan, LP, a Delaware limited partnership ("Fund III") and Osmium Diamond, LP, a Delaware limited partnership ("Fund IV") (all of the foregoing, collectively, the "Filers"). The Fund, Fund II, Fund III and Fund IV are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Fund, Fund II, Fund III and Fund IV directly own the American Depository Shares reported in this Statement (other than the 170,834 American Depository Shares and 5,000 op tions to purchase 500,000 American Depository Shares directly held by Mr. Lewis). Mr. Lewis and Osmium Partners may be deemed to share with the Fund, Fund II, Fund III and Fund IV (and not with any third party) voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Filer. |
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(b) |
The Principal Business Office of the Filers is 300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904. |
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(c) |
For citizenship information see Item 4 of the cover sheet of each Filer. |
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(d) |
This Statement relates to the Ordinary Shares of the Issuer. |
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(e) |
The CUSIP Number of the Common Stock of the Issuer is 846517100. |
Item 3.
Not applicable.
Item 4. Ownership.
See Items 5-9 and 11 on the cover page for each Filer, and Item 2. The percentage ownership of each Filer is based on the 26,056,890 ADSs of the Issuer outstanding as of December 31, 2020, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2020, plus 500,000 ADSs underlying the 5,000 options held by John H. Lewis and 728,900 ADSs underlying call options to purchase ADSs. Each ADS represents the right to receive one-tenth of an Ordinary Share of the Issuer.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: April 7, 2021
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John H. Lewis |
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Osmium Partners, LLC |
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Osmium Capital, LP |
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Osmium Capital II, LP |
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Osmium Spartan, LP |
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Osmium Diamond, LP |
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By: /s/ John H. Lewis |
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John H. Lewis, for himself and as |
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Managing Member of Osmium |
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Partners, LLC, for itself and as |
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General Partner of Osmium |
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Capital, LP, Osmium Capital II, |
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LP , Osmium Spartan, LP and Osmium Diamond, LP |
EXHIBIT INDEX
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Exhibit 1 |
Joint Filing Agreement (Previously Filed) |