Page 5 of 11 SEC Filing Introduction
This Amendment No. 8 to Schedule 13D (this Statement) relates to the beneficial ownership of Common Stock, $0.001 par value per share (the Shares) of Hudson Global, Inc., formerly known as Hudson Highland Group, Inc.,a Delawarecorporation (the Issuer). This Statement is being filed on behalf of the Reporting Persons and amends and supplements the Schedule 13D filed by the Reporting Persons dated April 9, 2012, as heretofore amended. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given such terms in the initial Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated in their entirety as follows:
(a)
The Shares reported herein are held directly by Sagard. As of March 8, 2016, each Reporting Person beneficially owned 4,650,189 Shares, which represented 13.1% of the outstanding Shares, based upon 35,475,048 Shares outstanding on January 31, 2016, as reflected in the Issuers Form 10-K filed March 3, 2016. This Amendment No. 8 is being filed because Sagards percentage of beneficial ownership has decreased by one percent (1%) as a result of an increase in the Shares outstanding, as reflected in such Form 10-K (which Sagard became aware of on March 4, 2016 after such filing became available).
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the Release) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of March 8, 2016.
(b)
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 4,650,189
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,650,189
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
(c)
The following transactions have been effected by Sagard over the last 60 days:
None.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not Applicable.
Item 7.
Material to Be Filed as Exhibits.
Exhibits A – C are hereby amended and restated in their entirety, as attached hereto.
Exhibit A
Persons Who may be Deemed to Control the Reporting Persons
Exhibit B
Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp.
Exhibit C
Executive Officers and Directors of Power Corporation of Canada and the Trustees of the Trust
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Introduction
This Amendment No. 8 to Schedule 13D (this Statement) relates to the beneficial ownership of Common Stock, $0.001 par value per share (the Shares) of Hudson Global, Inc., formerly known as Hudson Highland Group, Inc.,a Delawarecorporation (the Issuer). This Statement is being filed on behalf of the Reporting Persons and amends and supplements the Schedule 13D filed by the Reporting Persons dated April 9, 2012, as heretofore amended. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given such terms in the initial Schedule 13D.
Item 5.
Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated in their entirety as follows:
(a)
The Shares reported herein are held directly by Sagard. As of March 8, 2016, each Reporting Person beneficially owned 4,650,189 Shares, which represented 13.1% of the outstanding Shares, based upon 35,475,048 Shares outstanding on January 31, 2016, as reflected in the Issuers Form 10-K filed March 3, 2016. This Amendment No. 8 is being filed because Sagards percentage of beneficial ownership has decreased by one percent (1%) as a result of an increase in the Shares outstanding, as reflected in such Form 10-K (which Sagard became aware of on March 4, 2016 after such filing became available).
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the Release) this filing reflects the securities beneficially owned by PCC and certain of its subsidiaries, including Sagard. The filing does not reflect securities beneficially owned, if any, by any subsidiaries of PCC whose ownership of securities is disaggregated from that of PCC in accordance with the Release.
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of March 8, 2016.
(b)
Sole power to vote or direct the vote: 0
Shared power to vote or direct the vote: 4,650,189
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,650,189
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
(c)
The following transactions have been effected by Sagard over the last 60 days:
None.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not Applicable.
Item 7.
Material to Be Filed as Exhibits.
Exhibits A – C are hereby amended and restated in their entirety, as attached hereto.
Exhibit A
Persons Who may be Deemed to Control the Reporting Persons
Exhibit B
Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp.
Exhibit C
Executive Officers and Directors of Power Corporation of Canada and the Trustees of the Trust
