Form D/A
View Original Filing
Notice of Exempt Offering of Securities
Item 1. Issuer's Identity
Name of Issuer:
SPRUCE HOUSE PARTNERSHIP LP
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2006
Previous Name(s)
- SPRUCE HOUSE PARTNERSHIP, LP
- SPRUCE HOUSE PARTNERS LP
Entity Type
LIMITED PARTNERSHIP
Item 2 Issuer Principal Place of Business and Contact Information
6 EAST 43RD STREET
23RD FLOOR
NEW YORK, NY 10017
Phone Number:
subscription required
Item 3. Related Persons
Name
ZACHARY SAMUEL STERNBERG
Address
subscription required
Relationship(s)
Clarification of Response
MANAGING MEMBER OF THE SPRUCE HOUSE CAPITAL LLC, THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
BENJAMIN FORESTER STEIN
Address
subscription required
Relationship(s)
Clarification of Response
MANAGING MEMBER OF SPRUCE HOUSE CAPITAL LLC, THE GENERAL PARTNER OF THE ISSUER.
Item 4. Industry Group
POOLED INVESTMENT FUND
- OTHER INVESTMENT FUND
Item 5. Issuer Size
Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE
Item 6. Federal Exemptions and Exclusions Claimed
Item 7. Type of Filing
Amendment
Date of First Sale in this Offering:
09/01/2006
Item 8. Duration of Offering
Does the issuer intend this offering to last more than one year?
Yes
Item 9. Type(s) of Securities Offered
- Pooled Investment Fund Interests
Item 10. Business Combination Transaction
Is this offering being made in connection with a business combination
transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response
Item 11. Minimum Investment
Minimum Investment accepted from any outside investor
250000
Item 13. Offering and Sales Amounts
Total Offering Amount
INDEFINITE
Total Amount Sold
9923938
Total Remaining to be Sold
INDEFINITE
Clarification of Response
Item 14. Investors
Securities in the offering have been or may be sold to persons
who do not qualify as accredited investors,
Yes
Number of non-accredited investors who already have invested in the offering:
6
Total number of investors who already have invested in the offering:
34
Item 15. Sales Commissions and Finders' Fees Expenses
Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response
Item 16. Use of Proceeds
Provide the amount of the gross proceeds of the offering
that has been or is proposed to be used for payments to any of the persons required
to be named as executive officers,directors or promoters in response to Item 3 above.
0.0 Is an estimate
Clarification of Response
THE INVESTMENT MANAGER (OR ITS AFFILIATE) IS ENTITLED TO RECEIVE AN ANNUAL MANAGEMENT FEE IN AN AMOUNT EQUAL TO A SPECIFIED PERCENTAGE OF ASSETS UNDER MANAGEMENT.
Signature and Submission
Issuer Name
SPRUCE HOUSE PARTNERSHIP LP
Issuer Signature
/S/ BENJAMIN STEIN
Signer Name
BENJAMIN STEIN
Signer Title
MANAGING MEMBER OF THE GENERAL PARTNER
Signature Date
11/16/2010