SPRUCE HOUSE PARTNERSHIP (AI) LP Form 4 Filed 2021-06-11

FORM 4

☒	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Spruce House Partnership LLC

2. Issuer Name and Ticker or Trading Symbol
Latch, Inc. [LTCH]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Less than 10% Owner

(Last)

(First)

(Middle)

C/O SPRUCE HOUSE CAPITAL LLC, 435 HUDSON STREET, 8TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2021

(Street)

NEW YORK, NY 10014

(City)

(State)

(Zip)

4. If Amendment, Date 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
Common Stock	06/04/2021		J		0 ⁽¹⁾	D	⁽¹⁾	9,400,023	D⁽²⁾⁽³⁾⁽⁴⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Spruce House Partnership LLC C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK, NY 10014				Less than 10% Owner
SPRUCE HOUSE PARTNERSHIP (AI) LP 435 HUDSON STREET 8TH FLOOR NEW YORK, NY 10014				Less than 10% Owner
Spruce House Partnership (QP) LP 435 HUDSON STREET 8TH FLOOR NEW YORK, NY 10014				Less than 10% Owner
Spruce House Capital LLC 435 HUDSON STREET 8TH FLOOR NEW YORK, NY 10014				Less than 10% Owner
Sternberg Zachary 435 HUDSON STREET 8TH FLOOR NEW YORK, NY 10014				Less than 10% Owner
Stein Benjamin Forester 435 HUDSON STREET 8TH FLOOR NEW YORK, NY 10014				Less than 10% Owner
SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET 8TH FLOOR NEW YORK, NY 10014				Less than 10% Owner

Explanation of Responses:

1.	On June 4, 2021, the business combination of TS Innovation Acquisition Corp. ("TSIA") and Latch, Inc. was consummated (the "Closing"). In connection with the Closing, TSIA changed its name to Latch, Inc. and each of TSIA's shares of Class A Common Stock converted into shares of Common Stock of Latch, Inc. Prior to the Closing, the Reporting Persons (as defined below) beneficially owned greater than 10% of TSIA, as indicated on the Reporting Persons' Form 3 filing. After the Closing, the Reporting Persons no longer beneficially own any interest of TSIA, as it merged out of existence as a result of the business combination. Further, as of the date of this filing, the Reporting Persons do not beneficially own greater than 10% of Latch, Inc., based upon a statement in Latch, Inc.'s Form 8-K filed on June 10, 2021 that there are 141,260,318 shares of Common Stock issued and outstanding.
2.	The reported securities are held in the account of The Spruce House Partnership LLC (the "Aggregator"), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the "Funds)", each a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager"). The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members").
3.	Each of the Funds, the Investment Manager, the General Partner and the Managing Members disclaim beneficial ownership of the reported securities held by the Aggregator, except to the extent of his or its pecuniary interest therein. The Aggregator, the Funds, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
4.	By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Funds. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Signatures
	Spruce H The ouse Partnership LLC By: /s/ Thomas Walker, Authorized Person	06/11/2021
	The Spruce House Partnership (AI) LP By: /s/ Thomas Walker, Authorized Person	06/11/2021
	The Spruce House Partnership (QP) LP By: /s/ Thomas Walker, Authorized Person	06/11/2021
	Spruce House Capital LLC By: /s/ Thomas Walker, Authorized Person	06/11/2021
	Zachary Sternberg By: /s/ Thomas Walker, (Attorney-in fact)	06/11/2021
	Benjamin Stein By: /s/ Thomas Walker, (Attorney-in fact)	06/11/2021
	Spruce House Investment Management LLC By: /s/ Thomas Walker, Authorized Person	06/11/2021
	** Signature of Reporting Person	Date
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