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)
  • EXECUTIVE OFFICER
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)
  • EXECUTIVE OFFICER
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
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