Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") relates to the Ordinary Shares, nominal value of (euro)0.01 per share (the "Shares"), of Cimpress plc, a public limited company organized under the laws of Ireland (the "Issuer"), and amends the initial statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 3, 2025, as amended by Amendment No. 1, filed on December 1, 2025 (the "Schedule 13D"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
The Schedule 13D is hereby amended as set forth in this Amendment No. 2. Except as set forth herein, the Schedule 13D is unmodified. |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
The aggregate percentage of Shares beneficially owned by each Reporting Person is based upon 24,285,192 Shares outstanding as of January 26, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 29, 2026.
As of the date hereof, Spruce Investment, as the investment adviser of Spruce AI and Spruce QP, which are each members of Spruce Partnership, may be deemed the beneficial owner of the 1,465,366 Shares owned by Spruce Partnership, representing approximately 6.03% of the outstanding Shares.
As of the date hereof, Spruce Capital, as the general partner of Spruce AI and Spruce QP, which are each members of Spruce Partnership, may be deemed the beneficial owner of the 1,465,366 Shares owned by Spruce Partnership, representing approximately 6.03% of the outstanding Shares.
As of the date hereof, 1,465,366 Shares are held in the account of Spruce Partnership, representing approximately 6.03% of the outstanding Shares.
As of the date hereof, Mr. Sternberg directly beneficially owned 17,873 Shares. Mr. Sternberg, as the manager of each of Spruce Investment and Spruce Capital, may be deemed the beneficial owner of the 1,465,366 Shares owned by Spruce Partnership, representing (together with the Shares directly beneficially owned thereby) approximately 6.11% of the outstanding Shares. Mr. Sternberg also holds unvested performance stock units representing 5,128 Shares, which were issued to him in his capacity as a former director of the Issuer and were not included in the calculations set forth herein as they are subject to performance conditions that have not been met. Mr. Sternberg did not stand for re-election at the 2024 annual meeting of the Issuer and is no longer a director of the Issuer.
As of the date hereof, Mr. Stein directly beneficially owned 16,805 Shares. Mr. Stein, as the manager of each of Spruce Investment and Spruce Capital, may be deemed the beneficial owner of the 1,465,366 Shares owned by Spruce Partnership, representing (together with the Shares directly beneficially owned thereby) approximately 6.10% of the outstanding Shares.
The Reporting Persons may be deemed to constitute a "person" or "group" within the meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, and the filing of this statement shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group |
