Page 6 of 8 – SEC Filing
| CUSIP No. 146534102 | Page 6 of 8 Pages |
Introduction
This Amendment No. 2 to the joint statement on Schedule 13D with respect to the Common Stock, par value $0.005 per share (the
Common Stock), of Cartesian, Inc., a Delaware corporation f/k/a The Management Network Group, Inc. (the Issuer), filed by Mill Road Capital, L.P., a Delaware limited partnership (the Fund),
Mill Road Capital GP LLC, a Delaware limited liability company (the GP), Thomas E. Lynch and Scott P. Scharfman (collectively, the Reporting Persons) on August 17, 2009, as amended and restated by Amendment
No. 1 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons on April 7, 2014 (such joint statement, as so amended and restated and as amended herein, the Schedule 13D), amends the Schedule 13D
as follows:
| 1. | Item 3 of the Schedule 13D is amended and restated in its entirety as follows: |
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired beneficial ownership of an aggregate of 174,886 shares of Common Stock for $415,971.63 using working capital
from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.
| 2. | Item 5 of the Schedule 13D is amended and restated in its entirety as follows: |
Item 5. Interest in Securities of the Issuer
(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Persons cover page to this Schedule
13D, are based on a total of 8,986,014 shares of the Common Stock issued and outstanding as of July 29, 2017, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended July 1, 2017. All of the
share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of the time of filing of this Amendment No. 2. to the Schedule 13D on November 6, 2017, unless otherwise indicated. The cover page to
this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).
The Fund directly
holds, and thus has sole voting and dispositive power over, 174,886 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these
shares of Common Stock on behalf of the Fund, and each of Messrs. Lynch and Scharfman has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the
Reporting Persons beneficially owns 174,886 shares of Common Stock, or approximately 1.9% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 174,886 shares of Common Stock, or approximately 1.9%
of the outstanding shares of Common Stock. Mr. Jacobs does not have beneficial ownership of any shares of Common Stock.
