You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| MOAB CAPITAL PARTNERS | 657,534 | 657,534 | 6.0% | |||
| MOAB PARTNERS | 615,200 | 615,200 | 5.6% | |||
| MOAB PRIVATE INVESTMENTS | 14,608 | 14,608 | Less than 1% | |||
| MICHAEL M. ROTHENBERG | 672,142 | 672,142 | 6.1% |
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Page 1 of 11 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.
)1
| NetSol Technologies, Inc. |
| (Name of Issuer) |
| Common Stock, $.01 par value |
| (Title of Class of Securities) |
| 64115A402 |
| (CUSIP Number) |
| March 27, 2017 |
| (Date of Event Which Requires Filing of this |
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
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 | ||||||||||||||||||
| MOAB CAPITAL PARTNERS, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 657,534 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 657,534 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 657,534 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 6.0% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IA | |||||||||||||||||||
| 2 |
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Page 3 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| MOAB PARTNERS, L.P. | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 615,200 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 615,200 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 615,200 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 5.6% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 3 |
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Page 4 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| MOAB PRIVATE INVESTMENTS, LLC | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 14,608 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 14,608 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 14,608 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| Less than 1% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| PN | |||||||||||||||||||
| 4 |
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Page 5 of 11 – SEC Filing
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| MICHAEL M. ROTHENBERG | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| USA | |||||||||||||||||||
| NUMBER OF | 5 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 672,142 | ||||||||||||||||||
| OWNED BY | 6 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | – 0 – | ||||||||||||||||||
| PERSON WITH | 7 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 672,142 | |||||||||||||||||||
| 8 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| – 0 – | |||||||||||||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 672,142 | |||||||||||||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||||||||||||||||
| 6.1% | |||||||||||||||||||
| 12 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN, HC | |||||||||||||||||||
| 5 |
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Page 6 of 11 – SEC Filing
| Item 1(a). | Name of Issuer: |
NetSol Technologies, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
24025 Park Sorrento,
Suite 410 Calabasas, California 91302
| Item 2(a). | Name of Person Filing: |
This Schedule 13G is being jointly
filed by Moab Partners, L.P. (“Moab LP”), Moab Capital Partners, LLC (“Moab LLC”), Moab Private Investments,
LLC (“MPI”), and Michael M. Rothenberg. Each of the foregoing is referred to as a “Reporting Person”
and collectively as the “Reporting Persons.”
Moab LLC is the investment adviser
to Moab LP and a separately managed account (the “Moab Managed Account”). Mr. Rothenberg is an owner and a Managing
Member of Moab LLC. By virtue of these relationships, each of Moab LLC and Mr. Rothenberg may be deemed to beneficially own
the Shares (as defined below) owned directly by Moab LP and held in the Moab Managed Account.
MPI is the investment adviser to
another separately managed account (the “MPI Managed Account” and together with the Moab Managed Account, the “Managed
Accounts”). Mr. Rothenberg is the sole owner and Managing Member of MPI. By virtue of these relationships, each of MPI and
Mr. Rothenberg may be deemed to beneficially own the Shares (as defined below) held in the MPI Managed Account.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business office of
each of the Reporting Persons is 15 East 62nd Street, New York, New York 10065.
| Item 2(c). | Citizenship: |
Each of Moab LP, Moab LLC, and MPI
is organized under the laws of the State of Delaware. Mr. Rothenberg is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $.01 par value (the
“Shares”)
| Item 2(e). | CUSIP Number: |
64115A402
| 6 |
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Page 7 of 11 – SEC Filing
| Item 3. | If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| / / | Not Appliable | ||
| (a) | / / | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | |
| (b) | / / | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | / / | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | / / | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | / x / | Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).* | |
| (f) | / / | Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F). | |
| (g) | / x / | Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).** | |
| (h) | / / | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | / / | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). | |
| (j) | / / | Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
| (k) | / / | Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). | |
* Each of Moab LLC
and MPI is an investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
** Mr. Rothenberg
is a control person of Moab LLC in accordance with §240.13d-1(b)(1)(ii)(G).
| Item 4. | Ownership. |
All ownership information
reported in this Item 4 is as of the close of business on April 5, 2017.
Moab
LP
| (a) | Amount beneficially owned: |
615,200 Shares
| (b) | Percent of class: |
5.6% (based upon 10,993,054 Shares
outstanding, which is the total number of Shares outstanding as of February 10, 2017 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2017)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
615,200 Shares
| 7 |
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Page 8 of 11 – SEC Filing
| (ii) | Shared power to vote or to direct the vote |
0 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
615,200 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
0 Shares
Moab
LLC
| (a) | Amount beneficially owned: |
657,534 Shares, including 42,334
Shares held in the Moab Managed Account
| (b) | Percent of class: |
6.0% (based upon 10,993,054 Shares
outstanding, which is the total number of Shares outstanding as of February 10, 2017 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2017)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
657,534 Shares
| (ii) | Shared power to vote or to direct the vote |
0 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
657,534 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
0 Shares
| MPI |
| (a) | Amount beneficially owned: |
14,608 Shares held in the MPI Managed
Account
| (b) | Percent of class: |
Less than 1% (based upon 10,993,054
Shares outstanding, which is the total number of Shares outstanding as of February 10, 2017 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2017)
| 8 |
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Page 9 of 11 – SEC Filing
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
14,608 Shares
| (ii) | Shared power to vote or to direct the vote |
0 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
14,608 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
0 Shares
Mr. Rothenberg
| (a) | Amount beneficially owned: |
672,142 Shares, including 56,942
Shares held in the Managed Accounts
| (b) | Percent of class: |
6.1% (based upon 10,993,054 Shares
outstanding, which is the total number of Shares outstanding as of February 10, 2017 as reported in the Issuer’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on February 14, 2017)
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote |
672,142 Shares
| (ii) | Shared power to vote or to direct the vote |
0 Shares
| (iii) | Sole power to dispose or to direct the disposition of |
672,142 Shares
| (iv) | Shared power to dispose or to direct the disposition of |
0 Shares
| 9 |
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Page 10 of 11 – SEC Filing
The Shares are owned
directly by Moab LP and held in the Managed Accounts. Moab LLC, as the investment adviser to Moab LP and the Moab Managed Account,
may be deemed to beneficially own the Shares owned directly by Moab LP and held in the Moab Managed Account. MPI, as the investment
adviser to the MPI Managed Account, may be deemed to beneficially own the shares held in the MPI Managed Account. Mr. Rothenberg,
as an owner and a Managing Member of Moab LLC and MPI, may be deemed to beneficially own the Shares owned directly by Moab
LP and held in the Managed Accounts.
The filing of this
Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
| 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 [ ].
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.1.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications. |
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.
| 10 |
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Page 11 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.
| Dated: April 6, 2017 | ||||
| Moab Partners, L.P. | ||||
| By: | Moab Capital Partners, LLC, its Investment Adviser | |||
| By: | /s/ Michael M. Rothenberg | |||
| Name: | Michael M. Rothenberg | |||
| Title: | Managing Director | |||
| Moab Capital Partners, LLC | |||
| By: | /s/ Michael M. Rothenberg | ||
| Name: | Michael M. Rothenberg | ||
| Title: | Managing Director | ||
| Moab Private investments, LLC | |||
| By: | /s/ Michael M. Rothenberg | ||
| Name: | Michael M. Rothenberg | ||
| Title: | Sole Member | ||
| /s/ Michael M. Rothenberg | |
| Michael M. Rothenberg |
| 11 |
