Filing Details

 

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.  )¹

 

GEE Group Inc.

(Name of Issuer)

 

Common Stock, no par value

(Title of Class of Securities)

 

36165A102

(CUSIP Number)

 

DAVID SANDBERG

RED OAK PARTNERS, LLC

95 S. Federal Hwy, Suite 201

Boca Raton, FL 33432

(212) 614-8952

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

March 30, 2023

(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 x.

 

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).

 

 

1	NAME OF REPORTING PERSONS   The Red Oak Fund, 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) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   6,057,244
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   6,057,244
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   6,057,244
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   5.3%
14	TYPE OF REPORTING PERSON   PN

 

 

1	NAME OF REPORTING PERSONS   The Red Oak Long Fund, 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) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   3,895,431
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   3,895,431
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,895,431
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   3.4%
14	TYPE OF REPORTING PERSON   PN

 

 

1	NAME OF REPORTING PERSONS   Red Oak Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   FLORIDA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   9,952,675
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   9,952,675
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,952,675
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.7%
14	TYPE OF REPORTING PERSON   OO

 

 

1	NAME OF REPORTING PERSONS   David Sandberg
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   - 0 -
	8	SHARED VOTING POWER   9,952,675
	9	SOLE DISPOSITIVE POWER   - 0 -
	10	SHARED DISPOSITIVE POWER   9,952,675
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   9,952,675
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.7%
14	TYPE OF REPORTING PERSON   IN

 

 

The following constitutes Amendment No. 2 to the Schedule 13G filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13G, as amended by amendment 1 as specifically set forth herein.

 

Item 1.

Security and Issuer.

 

This statement on Schedule 13D (this “Statement”) relates to the common stock (“Common Stock”), of Gee Group Inc. (the “Issuer”), with its principal executive offices located at 7751 Belfort Parkway, Suite 150, Jacksonville, FL 32256.

 

Item 2.

Identity and Background.

 

(a)-(c) and (f) The names of the persons filing this Statement (the “Reporting Persons”) are:

 

The Red Oak Fund, LP, a Delaware limited partnership (“Red Oak Fund”);

 

The Red Oak Long Fund, LP, a Delaware limited partnership (“Red Oak Long Fund”);

 

Red Oak Partners, LLC, a Florida limited liability company (“Red Oak Partners”); and

 

David Sandberg, a United States citizen.

 

This Statement is being filed by David Sandberg, the controlling member of Red Oak Partners, which manages each of Red Oak Fund and Red Oak Long Fund (each a “Fund” and, collectively, the “Funds”). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement.  Each of the filers hereto disclaims beneficial ownership with respect to any shares other than shares owned directly by such filer.

 

The principal office or business address of the Funds, Red Oak Partners and David Sandberg is 95 S. Federal Hwy, Suite 201, Boca Raton, FL 33432.

 

(d)-(e) During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

The source of cash for securities purchased by the Funds was working capital and totaled $5,226,958.

 

 

Item 4.

Purpose of Transaction.

 

The Shares acquired by the Reporting Persons have been acquired for the purpose of making an investment in the Issuer. The Reporting Persons intend to review its investment on a regular basis and, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities owned of the Issuer in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more types of transactions or have one or more of the results described in this paragraph. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. In addition, in connection with their review of their investment, the Reporting Persons may from time to time seek to engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer.

 

Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (c) of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

 

(a)       The aggregate percentage of the Issuer’s outstanding shares of Common Stock reported owned by each Reporting Person is based on 114,450,455 shares of common stock outstanding at February 13, 2023, as reported by the Issuer on its Form 10-Q, filed with the United States Securities and Exchange Commission on February 14, 2023. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.

 

Red Oak Partners beneficially owns 9,952,675 shares of Common Stock, representing 8.7% of all the outstanding shares of Common Stock. The Funds are each controlled by Red Oak Partners. Therefore, Red Oak Partners may be deemed to beneficially own (i) the 6,057,244 shares of Common Stock held by the Red Oak Fund, and (ii) the 3,895,431 shares of Common Stock held by the Red Oak Long Fund.

 

Mr. Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the 9,952,675 shares of Common Stock beneficially owned by Red Oak Partners through the Funds, representing 8.7% of all the outstanding shares of Common Stock.

 

Red Oak Fund may be deemed to beneficially own 6,057,244 shares of Common Stock, representing 5.3% of all the outstanding shares of Common Stock. Red Oak Long Fund may be deemed to beneficially own 3,895,431 shares of Common Stock, representing 3.4% of all the outstanding shares of Common Stock.

 

(b)       Each of Red Oak Partners and Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 6,057,244 shares of Common Stock held by the Red Oak Fund, and (ii) the 3,895,431 shares of Common Stock held by the Red Oak Long Fund. No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.

 

 

(c)       Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are as follows:

 

Date				Fund Name		Action		Quantity		Average Price
	2/3/2023			RED OAK LONG FUND, LP		Buy		13,400		0.510
	2/6/2023			RED OAK LONG FUND, LP		Buy		700		0.510
	2/13/2023			RED OAK LONG FUND, LP		Buy		200		0.510
	2/14/2023			RED OAK LONG FUND, LP		Buy		13,396		0.510
	2/15/2023			THE RED OAK FUND LP		Buy		81,277		0.461
	2/15/2023			RED OAK LONG FUND, LP		Buy		111,900		0.461
	2/16/2023			THE RED OAK FUND LP		Buy		110,770		0.444
	2/16/2023			RED OAK LONG FUND, LP		Buy		70,434		0.444
	2/17/2023			THE RED OAK FUND LP		Buy		366,780		0.440
	2/17/2023			RED OAK LONG FUND, LP		Buy		233,220		0.440
	2/21/2023			THE RED OAK FUND LP		Buy		80,891		0.438
	2/21/2023			RED OAK LONG FUND, LP		Buy		51,436		0.438
	2/22/2023			THE RED OAK FUND LP		Buy		69,400		0.422
	2/22/2023			RED OAK LONG FUND, LP		Buy		44,129		0.422
	2/23/2023			THE RED OAK FUND LP		Buy		32,014		0.412
	2/23/2023			RED OAK LONG FUND, LP		Buy		20,357		0.412
	2/24/2023			THE RED OAK FUND LP		Buy		27,493		0.404
	2/24/2023			RED OAK LONG FUND, LP		Buy		17,482		0.404
	2/27/2023			THE RED OAK FUND LP		Buy		45,821		0.403
	2/27/2023			RED OAK LONG FUND, LP		Buy		29,135		0.403
	2/28/2023			THE RED OAK FUND LP		Buy		42,220		0.407
	2/28/2023			RED OAK LONG FUND, LP		Buy		26,846		0.407
	3/1/2023			THE RED OAK FUND LP		Buy		12,471		0.419
	3/1/2023			RED OAK LONG FUND, LP		Buy		7,930		0.419
	3/2/2023			THE RED OAK FUND LP		Buy		13,143		0.415
	3/2/2023			RED OAK LONG FUND, LP		Buy		8,357		0.415
	3/3/2023			THE RED OAK FUND LP		Buy		15,102		0.422

 

 

	3/3/2023			RED OAK LONG FUND, LP		Buy		9,602		0.422
	3/6/2023			THE RED OAK FUND LP		Buy		113,885		0.420
	3/6/2023			RED OAK LONG FUND, LP		Buy		72,415		0.420
	3/7/2023			THE RED OAK FUND LP		Buy		1,773		0.420
	3/7/2023			RED OAK LONG FUND, LP		Buy		1,128		0.420
	3/8/2023			THE RED OAK FUND LP		Buy		102,019		0.411
	3/8/2023			RED OAK LONG FUND, LP		Buy		64,870		0.411
	3/9/2023			THE RED OAK FUND LP		Buy		25,115		0.408
	3/9/2023			RED OAK LONG FUND, LP		Buy		15,970		0.408
	3/10/2023			THE RED OAK FUND LP		Buy		15,306		0.390
	3/10/2023			RED OAK LONG FUND, LP		Buy		9,732		0.390
	3/13/2023			THE RED OAK FUND LP		Buy		82,955		0.376
	3/13/2023			RED OAK LONG FUND, LP		Buy		52,748		0.376
	3/14/2023			THE RED OAK FUND LP		Buy		40,038		0.376
	3/14/2023			RED OAK LONG FUND, LP		Buy		25,458		0.376
	3/15/2023			THE RED OAK FUND LP		Buy		5,803		0.375
	3/15/2023			RED OAK LONG FUND, LP		Buy		3,690		0.375
	3/16/2023			THE RED OAK FUND LP		Buy		917		0.375
	3/16/2023			RED OAK LONG FUND, LP		Buy		583		0.375
	3/17/2023			THE RED OAK FUND LP		Buy		178,506		0.373
	3/17/2023			RED OAK LONG FUND, LP		Buy		113,504		0.373
	3/20/2023			THE RED OAK FUND LP		Buy		183,043		0.363
	3/20/2023			RED OAK LONG FUND, LP		Buy		116,389		0.363
	3/21/2023			THE RED OAK FUND LP		Buy		65,318		0.370
	3/21/2023			RED OAK LONG FUND, LP		Buy		41,533		0.370
	3/22/2023			THE RED OAK FUND LP		Buy		61		0.370

 

 

	3/22/2023			RED OAK LONG FUND, LP		Buy		39		0.370
	3/23/2023			THE RED OAK FUND LP		Buy		65,959		0.370
	3/23/2023			RED OAK LONG FUND, LP		Buy		41,941		0.370
	3/29/2023			THE RED OAK FUND LP		Buy		1,613		0.375
	3/29/2023			RED OAK LONG FUND, LP		Buy		1,026		0.375

 

(d)       Not applicable.

 

(e)       Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The relationships between Mr. Sandberg, Red Oak Partners and the Funds are described above under Item 2.

 

Item 7.

Material to be Filed as Exhibits.

 

Not applicable.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: March 30, 2023

 

 

	RED OAK PARTNERS, LLC
	By:	/s/ David Sandberg
		Name:	David Sandberg
		Title:	Managing Member

 

 

	THE RED OAK FUND, L.P.
	By:	RED OAK PARTNERS, LLC, its general partner
	By:	/s/ David Sandberg
		Name:	David Sandberg
		Title:	Managing Member

 

 

	THE RED OAK LONG FUND, L.P.
	By:	RED OAK PARTNERS, LLC, its general partner
	By:	/s/ David Sandberg
		Name:	David Sandberg
		Title:	Managing Member

 

 

	By:	/s/ David Sandberg
		DAVID SANDBERG

 

 

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