UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the
Securities Exchange Act of 1934
(Amendment No.
2)*
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)
John H.
Lewis
Osmium
Partners, LLC
300 Drakes
Landing Road, Suite 172
Greenbrae,
CA 94904
(415)
235-5089
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 29,
2022
(Date of Event
Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box ☐.
|
* |
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).
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1
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NAMES OF REPORTING
PERSONS
|
|
|
|
John H. Lewis
|
|
|
|
|
|
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
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☐
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(b)
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☒
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|
|
|
|
3
|
SEC USE ONLY
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|
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|
|
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4
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SOURCE OF FUNDS
(SEE INSTRUCTIONS)
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PF, AF
|
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|
|
|
|
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5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
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|
United States
|
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|
|
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
342,362
|
|
|
|
|
|
|
8
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SHARED VOTING
POWER
|
|
|
|
4,768,202(1)
|
|
|
|
|
|
|
9
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SOLE DISPOSITIVE
POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
4,768,202(1)
|
|
|
|
|
|
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
5,110,564(1)
|
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|
|
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12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
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|
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|
|
|
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
19.3%
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|
|
|
|
|
|
14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
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|
IN
|
|
|
|
|
|
(1)
Includes an aggregate of 247,500 ADSs that may be acquired pursuant
to call options held by the Reporting Persons in this 13D
Amendment.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
Osmium Partners,
LLC
|
|
|
|
|
|
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
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|
(b)
|
☒
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
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4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
AF
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
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|
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|
6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
4,768,202(1)
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
4,768,202(1)
|
|
|
|
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11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
4,768,202(1)
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
18.0%
|
|
|
|
|
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14
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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|
IA, OO
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|
|
|
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(1)
Includes an aggregate of 247,500 ADSs that may be acquired pursuant
to call options held by the Reporting Persons in this 13D
Amendment.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
Osmium Capital,
LP
|
|
|
|
|
|
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2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
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|
(b)
|
☒
|
|
|
|
|
3
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SEC USE ONLY
|
|
|
|
|
|
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|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
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|
WC
|
|
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|
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|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
|
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|
6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
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SHARED VOTING
POWER
|
|
|
|
2,196,417(1)
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
2,196,417(1)
|
|
|
|
|
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|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
2,196,417(1)
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
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|
|
|
|
(1)
Includes 110,300 ADSs that may be acquired pursuant to call options
held by the Reporting Person.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
Osmium Capital II,
LP
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
850,264(1)
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
850,264(1)
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
3.2% |
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
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|
PN
|
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|
|
(1)
Includes 42,500 ADSs that may be acquired pursuant to call options
held by the Reporting Person.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
Osmium Spartan,
LP
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
|
(b)
|
☒
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
657,547(1)
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
657,547(1)
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
657,547(1)
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
2.5%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
(1)
Includes 43,500 ADSs that may be acquired pursuant to call options
held by the Reporting Person.
|
1
|
NAMES OF REPORTING
PERSONS
|
|
|
|
Osmium Diamond,
LP
|
|
|
|
|
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
|
(b)
|
☒
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS
(SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
|
|
|
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D)
OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING
POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING
POWER
|
|
|
|
1,063,974(1)
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
|
1,063,974(1)
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,063,974(1)
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
4.0%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
(1)
Includes 51,200 ADSs that may be acquired pursuant to call options
held by the Reporting Person.
EXPLANATORY NOTE
This
Amendment No. 2 (this “Schedule 13D Amendment”) to the Schedule 13D
filed with the U.S. Securities and Exchange Commission (the “SEC”)
on November 29, 2021, as amended by the Schedule 13D Amendment No.
1 filed with the SEC on December 28, 2022 (as amended by this
Schedule 13D Amendment, the “Schedule 13D”) is being filed on
behalf of Osmium Partners, LLC, a Delaware limited liability
company (“Osmium Partners”), Osmium Capital LP (“Fund I”), Osmium
Capital II, LP (“Fund II”), Osmium Spartan, LP (“Fund III”), Osmium
Diamond, LP (“Fund IV” and together with Fund I, Fund II and Fund
III, the “Funds”) and John H. Lewis, the controlling member of Osmium Partners,
LLC (together with the Funds, the “Reporting Persons”), with
respect to the American Depositary Shares (“ADS”),
each representing
0.1 ordinary shares (the “Ordinary Shares”) of Spark Networks SE, a
German corporation (the “Issuer”).
Other than as
set forth below, all Items in the Schedule 13D are materially
unchanged. Capitalized terms used in this Schedule 13D Amendment
which are not defined herein have the meanings given to them in the
Schedule 13D.
|
ITEM 5. |
Interest in Securities of the
Issuer
|
(a)-(b) The information contained in lines 7 to
11 and 13 of the cover pages of this Schedule 13D is incorporated
herein by reference. The percentage ownership reflected in line 13
of the cover pages is based on 2,617,397 Ordinary Shares
outstanding on November 2, 2022, as disclosed in the Issuer’s
Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on November 9, 2022, each Ordinary Share representing 10 ADSs,
plus an aggregate of 247,500 ADSs that may be acquired pursuant to
call options held by the Reporting Persons.
Each Reporting
Person disclaims beneficial ownership with respect to any ADSs
other than those owned directly and of record by such Reporting
Person. Osmium Partners and Mr. Lewis may be deemed to share with
the Funds (and not with any third party) the power to vote or
direct the vote of and to dispose or direct the disposition of the
ADSs directly owned by the Funds.
(c) On December 27,
2022, the Reporting Persons sold 150,000 ADSs at a price of $0.70.
On December 29, 2022, the Reporting Persons sold 200,000 ADSs at a
price of $0.64. On December 30, 2022, the Reporting Persons
sold 210,501 ADSs at a price of $0.62.
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:
January 5, 2023 |
|
|
|
|
John H.
Lewis
|
|
Osmium
Partners, LLC
|
|
Osmium
Capital, LP
|
|
Osmium Capital
II, LP
|
|
Osmium
Spartan, LP
|
|
Osmium
Diamond, LP
|
|
|
|
|
John H. Lewis, for himself and
as
|
|
Managing Member of Osmium
|
|
Partners, LLC, for itself and
as
|
|
General Partner of Osmium
|
|
Capital, LP, Osmium Capital
II,
|
|
LP, Osmium Spartan, LP, and
|
|
Osmium Diamond, LP
|
9