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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| ENGINE CAPITAL | 628,863 | 628,863 | 628,863 | 4.0% | ||
| ENGINE JET CAPITAL | 155,562 | 155,562 | 155,562 | Less than 1% | ||
| ENGINE CAPITAL MANAGEMENT | 784,425 | 784,425 | 784,425 | 4.961% | ||
| ENGINE INVESTMENTS | 784,425 | 784,425 | 784,425 | 4.961% | ||
| ARNAUD AJDLER | 784,425 | 784,425 | 784,425 | 4.961% |
Page 1 of 11 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
StarTek, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
85569C107
(CUSIP Number)
STEVE WOLOSKY, ESQ.
ANDREW FREEDMAN, ESQ.
ANDREW FREEDMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 23, 2017
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 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 disclosures provided in a prior cover page.
The information required on 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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Page 2 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON ENGINE CAPITAL, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 628,863 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 628,863 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 628,863 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 3 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON ENGINE JET CAPITAL, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS 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 155,562 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 155,562 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 155,562 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1% | ||
| 14 | TYPE OF REPORTING PERSON PN | ||
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Page 4 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON ENGINE CAPITAL MANAGEMENT, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 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 784,425 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 784,425 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,425 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.961% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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Page 5 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON ENGINE INVESTMENTS, LLC | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 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 784,425 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 784,425 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,425 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.961% | ||
| 14 | TYPE OF REPORTING PERSON OO | ||
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| 1 | NAME OF REPORTING PERSON ARNAUD AJDLER | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) o (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS OO | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION BELGIUM | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 784,425 | |
| 8 | SHARED VOTING POWER – 0 – | ||
| 9 | SOLE DISPOSITIVE POWER 784,425 | ||
| 10 | SHARED DISPOSITIVE POWER – 0 – | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 784,425 | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.961% | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
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Page 7 of 11 – SEC Filing
The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
P Engine is no longer a member of the Section 13(d) group and shall cease to be a Reporting Person immediately upon the filing of this Amendment No. 2. As of March 23, 2017, solely by virtue of P Engine’s exit as a member of the Section 13(d) group, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 628,863 Shares beneficially owned by Engine Capital is approximately $3,822,949, including brokerage commissions. The aggregate purchase price of the 155,562 Shares beneficially owned by Engine Jet is approximately $872,122, including brokerage commissions.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 15,811,502 Shares outstanding, as of February 13, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017.
| A. | Engine Capital |
| | (a) | As of the close of business on March 27, 2017, Engine Capital directly owned 628,863 Shares. |
Percentage: Approximately 4.0%
| | (b) | 1. Sole power to vote or direct vote: 628,863 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 628,863 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Engine Capital has not entered into any transactions in the Shares during the past sixty days. |
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| B. | Engine Jet |
| | (a) | As of the close of business on March 27, 2017, Engine Jet directly owned 155,562 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 155,562 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 155,562 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Engine Jet has not entered into any transactions in the Shares during the past sixty days. |
| C. | Engine Management |
| | (a) | Engine Management, as the investment manager of each of Engine Capital and Engine Jet may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Management may be deemed to beneficially own 784,425 Shares. |
Percentage: Approximately 4.961%
| | (b) | 1. Sole power to vote or direct vote: 784,425 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 784,425 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Engine Management has not entered into any transactions in the Shares during the past sixty days. |
D. Engine Investments
| | (a) | Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Investments may be deemed to beneficially own 784,425 Shares. |
Percentage: Approximately 4.961%
| | (b) | 1. Sole power to vote or direct vote: 784,425 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 784,425 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Engine Investments has not entered into any transactions in the Shares during the past sixty days. |
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Page 9 of 11 – SEC Filing
| E. | Arnaud Ajdler |
| | (a) | Mr. Ajdler, as the managing member of Engine Management, may be deemed to beneficially own the 784,425 Shares owned beneficially by Engine Management. |
Percentage: Approximately 4.961%
| | (b) | 1. Sole power to vote or direct vote: 784,425 |
| | 2. Shared power to vote or direct vote: 0 |
| | 3. Sole power to dispose or direct the disposition: 784,425 |
| | 4. Shared power to dispose or direct the disposition: 0 |
| | (c) | Mr. Ajdler has not entered into any transactions in the Shares during the past sixty days. |
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
| | (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| | (e) | As of March 23, 2017, solely by virtue of P Engine’s exit as a member of the Section 13(d) group, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer. |
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Page 10 of 11 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
March 27, 2017
| Engine Capital, L.P. | |||
| By: Engine Investments, LLC, General Partner | |||
| By: | /s/ Arnaud Ajdler | ||
| Name: | Arnaud Ajdler | ||
| Title: | Managing Member | ||
| Engine Jet Capital, L.P. | |||
| By: Engine Investments, LLC, General Partner | |||
| By: | /s/ Arnaud Ajdler | ||
| Name: | Arnaud Ajdler | ||
| Title: | Managing Member | ||
| Engine Capital Management, LLC | |||
| By: | /s/ Arnaud Ajdler | ||
| Name: | Arnaud Ajdler | ||
| Title: | Managing Member | ||
| Engine Investments, LLC | |||
| By: | /s/ Arnaud Ajdler | ||
| Name: | Arnaud Ajdler | ||
| Title: | Managing Member | ||
| /s/ Arnaud Ajdler | |
| ARNAUD AJDLER |
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Page 11 of 11 – SEC Filing
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