13D Filing: Lone Star Value Management and Ciber Inc (CBRIQ)

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned on February 9, 2017 (the “Schedule 13D”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 2.     Identity and Background.

Item 2 is hereby amended to add the following:.

In connection with the withdrawal of the Reporting Persons’ consent solicitation, as described in further detail in Item 4 below, the Reporting Persons have terminated that certain Joint Filing and Solicitation Agreement, dated March 9, 2017, and the Reporting Persons other than Lone Star Value Investors, Lone Star Value GP, Lone Star Value Management and Mr. Eberwein are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 3.

The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law.

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 Lone Star Value Co-Invest, purchased by Lone Star Value Investors and held in the Separately Managed Account 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, as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase price of the 276,000 Shares beneficially owned by Lone Star Value Co-Invest is approximately $144,000, including brokerage commissions. The aggregate purchase price of the 1,766,666 Shares beneficially owned by Lone Star Value Investors is approximately $1,141,266, including brokerage commissions. The aggregate purchase price of the 99,809 Shares held in the Separately Managed Account is approximately $339,628, including brokerage commissions.  The aggregate purchase price of the 20,000 Shares beneficially owned by Mr. Pearse is approximately $70,494, including brokerage commissions. The aggregate purchase price of the 900 Shares beneficially owned by Mr. Rai is approximately $1,215, including brokerage commissions.

Item 4.     Purpose of Transaction.

Item 4 is hereby amended to add the following:

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 81,646,269 Shares outstanding as of November 4, 2016, which is the total number of Shares reported outstanding in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 9, 2017.