Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 9:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FirstService Corporation
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(Name of Issuer)
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Subordinate Voting Shares
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(Title of Class of Securities)
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December 31, 2017
|
(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*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).
1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Spruce House Investment Management LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, IA
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Spruce House Capital LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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The Spruce House Partnership LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Zachary Sternberg
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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0
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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0
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Benjamin Stein
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
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(a) [_]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
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5,129
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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5,129
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
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5,129
|
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10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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|
[_]
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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0%
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
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Item 1.
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(a).
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Name of Issuer:
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FirstService Corporation
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(b).
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Address of issuer's principal executive offices:
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1140 Bay Street, Suite 4000
Toronto, Ontario
Canada A6 M5S 2B4
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Item 2.
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(a).
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Name of person filing:
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Spruce House Investment Management LLC
Spruce House Capital LLC
The Spruce House Partnership LP
Zachary Sternberg
Benjamin Stein
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(b).
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Address or principal business office or, if none, residence:
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Spruce House Investment Management LLC
Spruce House Capital LLC
435 Hudson Street, 8
th
Floor
New York, New York 10014
The Spruce House Partnership LP
c/o Spruce House Capital LLC
435 Hudson Street, 8
th
Floor
New York, New York 10014
Zachary Sternberg
Benjamin Stein
c/o Spruce House Investment Management LLC
435 Hudson Street, 8
th
Floor
New York, New York 10014
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(c).
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Citizenship:
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Spruce House Investment Management LLC – Delaware limited
liability company
Spruce House Capital LLC – Delaware limited liability company
The Spruce House Partnership LP – Delaware limited partnership
Zachary Sternberg – United States of America
Benjamin Stein – United States of America
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(d).
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Title of class of securities:
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Subordinate voting shares
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(e).
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CUSIP No.:
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33767E103
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Item 3.
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If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
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(a)
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[_]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[_]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[_]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[_]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[_]
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An investment adviser in accordance with
§
240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment fund in accordance with
§
240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[_]
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[_]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
|
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Spruce House Investment Management LLC – 0 shares
Spruce House Capital LLC – 0 shares
The Spruce House Partnership LP – 0 shares
Zachary Sternberg – 0 shares
Benjamin Stein – 5,129 shares
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(b)
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Percent of class:
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|
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Spruce House Investment Management LLC – 0%
Spruce House Capital LLC – 0%
The Spruce House Partnership LP – 0%
Zachary Sternberg – 0%
Benjamin Stein – 0%
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(c)
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Number of shares as to which Spruce House Investment Management LLC has:
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(i)
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Sole power to vote or to direct the vote
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0
|
,
|
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(ii)
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Shared power to vote or to direct the vote
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0
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,
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(iii)
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Sole power to dispose or to direct the disposition of
|
0
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,
|
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|
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(iv)
|
Shared power to dispose or to direct the disposition of
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0
|
.
|
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Number of shares as to which Spruce House Capital LLC has:
|
|
|
|
|
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(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
|
|
|
|
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(ii)
|
Shared power to vote or to direct the vote
|
0
|
,
|
|
|
|
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|
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(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
|
|
|
|
|
|
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(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
.
|
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|
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Number of shares as to which The Spruce House Partnership LP has:
|
|
|
|
|
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(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
.
|
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|
|
|
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|
Number of shares as to which Zachary Sternberg has:
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
.
|
|
|
|
|
|
|
|
Number of shares as to which Benjamin Stein has:
|
|
|
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
5,129
|
,
|
|
|
|
|
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
0
|
,
|
|
|
|
|
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
5,129
|
,
|
|
|
|
|
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
0
|
.
|
|
|
|
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
|
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|
|
This final amendment reflects that each Reporting Person has ceased to be the beneficial owner of more than five percent of the Subordinate Voting Shares of the issuer.
|
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|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
|
If any other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement
to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such
person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act
of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
|
|
N/A
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
If a parent holding company or control person
has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
N/A
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
If a group has filed this schedule pursuant
to
§
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach
an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
|
|
N/A
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Notice of dissolution of a group may be furnished
as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported
on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
|
|
N/A
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under
§ 240.14a-11
.
|
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2018
|
|
Spruce House Investment Management LLC
|
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|
|
By: /s/ David Walker
|
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|
Name: David Walker
|
|
|
Title: Chief Compliance Officer
|
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|
Spruce House Capital LLC
|
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|
|
|
By: /s/ David Walker
|
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Name: David Walker
|
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|
Title: Chief Compliance Officer
|
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|
The Spruce House Partnership LP
|
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|
|
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|
By: Spruce House Capital LLC
Its general partner
|
|
|
|
|
|
By: /s/ David Walker
|
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|
Name: David Walker
|
|
|
Title: Chief Compliance Officer
|
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Zachary Sternberg
/s/ David Walker
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(Attorney-in-fact)
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Benjamin Stein
/s/ David Walker
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(Attorney-in-fact)
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The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of
the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power
of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title
of each person who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for
whom copies are to be sent.
Attention. Intentional misstatements
or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit 1
Joint Filing Statement
Statement Pursuant to Rule 13d-1(k)(1)
The undersigned hereby
consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect
to the subordinate voting shares of FirstService Corporation beneficially owned by them, together with any or all amendments thereto,
when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii)
as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.
Dated: February 14, 2018
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Spruce House Investment Management LLC
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By: /s/ David Walker
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Name: David Walker
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Title: Chief Compliance Officer
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Spruce House Capital LLC
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By: /s/ David Walker
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Name: David Walker
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Title: Chief Compliance Officer
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The Spruce House Partnership LP
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By: Spruce House Capital LLC
Its general partner
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By: /s/ David Walker
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Name: David Walker
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Title: Chief Compliance Officer
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Zachary Sternberg
/s/ David Walker
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(Attorney-in-fact)
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Benjamin Stein
/s/ David Walker
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(Attorney-in-fact)
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LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that the undersigned constitutes and appoints David Walker, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him, for the sole purpose of signing on his behalf any and all Regulatory Filings under the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements
thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall continue effective until revoked by me at any time.
Dated this 7th day of March 2017.
By: /s/ Zachary Sternberg
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LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that the undersigned constitutes and appoints David Walker, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him, for the sole purpose of signing on his behalf any and all Regulatory Filings under the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements
thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act
and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall continue effective until revoked by me at any time.
Dated this 7th day of March 2017.
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