Item 1. Security and Issuer.
This Amendment No. 1 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 Delaware corporation (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. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given such terms in the initial Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
The 419,961 additional Shares (in addition to the 2,712,473 Shares reflected in the initial Schedule 13D) reported herein as being currently beneficially owned were acquired via open market purchases.
The aggregate purchase price for the additional Shares reported herein as beneficially owned by the Reporting Persons is $2,013,765.68. All Shares held by Sagard were acquired with Sagard’s working capital.
Item 5. Interest in Securities of the Issuer.
Items 5(a)-(c) are hereby amended and restated in their entirety as follows:
(a) As of May 11, 2012, each Reporting Person beneficially owned 3,132,434 Shares, which represented 9.4% of the outstanding Shares, based upon 33,249,192 Shares outstanding on March 31, 2012, as reflected in the Issuer’s Form 10-Q filed May 2, 2012.
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.
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The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of May 11, 2012.
(b) | Sole power to vote or direct the vote: 0 |
Shared power to vote or direct the vote: 3,132,434
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 3,132,434
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: |
Purchases
| Trade Date | Price | Quantity | |
| | | | |
| 3/27/12 | $5.4776 | 2,900 | |
| 3/28/12 | $5.3208 | 3,500 | |
| 3/29/12 | $5.2993 | 6,000 | |
| 3/30/12 | $5.4288 | 3,200 | |
| 4/2/12 | $5.3957 | 23,100 | |
| 4/2/12 | $5.3071 | 15,800 | |
| 4/3/12 | $5.1509 | 5,300 | |
| 4/4/12 | $4.9966 | 8,100 | |
| 4/5/12 | $4.9940 | 6,200 | |
| 4/5/12 | $4.9725 | 11,900 | |
| 4/9/12 | $4.9950 | 50,000 | |
| 4/9/12 | $5.0501 | 25,000 | |
| 4/10/12 | $4.9990 | 23,700 | |
| 4/10/12 | $4.9923 | 75,000 | |
| 4/11/12 | $5.0744 | 17,800 | |
| 4/11/12 | $5.0846 | 240,000 | |
| 4/12/12 | $5.1413 | 11,100 | |
| 4/12/12 | $5.1000 | 20,000 | |
| 4/13/12 | $4.9988 | 40,000 | |
| 4/13/12 | $5.0158 | 16,600 | |
| 4/16/12 | $5.2169 | 5,800 | |
| 4/16/12 | $5.3500 | 200,000 | |
| 4/17/12 | $5.6195 | 2,200 | |
| 4/17/12 | $5.6000 | 340,000 | |
| 4/18/12 | $5.6791 | 5,673 | |
| 4/19/12 | $5.4381 | 12,300 | |
| 4/19/12 | $5.3933 | 15,000 | |
| 4/20/12 | $5.5379 | 6,200 | |
| 4/23/12 | $5.2438 | 6,100 | |
| 4/24/12 | $5.3615 | 11,400 | |
| 4/24/12 | $5.3482 | 10,000 | |
| 4/25/12 | $5.3200 | 5,000 | |
| 4/26/12 | $5.1767 | 10,600 | |
| 4/27/12 | $5.5111 | 25,000 | |
| 4/30/12 | $5.5755 | 5,800 | |
| 5/1/12 | $5.0126 | 21,300 | |
| 5/1/12 | $5.0381 | 65,000 | |
| 5/2/12 | $4.9682 | 6,405 | |
| 5/2/12 | $4.9600 | 10,000 | |
| 5/3/12 | $4.8911 | 8,887 | |
| 5/4/12 | $4.6163 | 17,943 | |
| 5/4/12 | $4.5971 | 35,000 | |
| 5/7/12 | $4.4998 | 28,201 | |
| 5/7/12 | $4.5825 | 20,000 | |
| 5/8/12 | $4.3522 | 6,400 | |
| 5/8/12 | $4.3900 | 12,000 | |
| 5/9/12 | $4.4005 | 18,500 | |
| 5/9/12 | $4.3500 | 25,000 | |
| 5/9/12 | $4.3600 | 13,025 | |
| 5/10/12 | $4.3306 | 2,522 | |
| 5/11/12 | $4.1136 | 9,678 | |
| 5/11/12 | $4.1113 | 40,000 | |
Note: Purchases of Shares from March 27, 2012 through April 19, 2012 reflected in the preceding table have previously been reflected in the initial Schedule 13D.
Item 7. Material to Be Filed as Exhibits.
Exhibit A | Persons Who may be Deemed to Control the Reporting Persons (previously filed). |
Exhibit B | Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp. (previously filed). |
Exhibit C | Executive Officers and Directors of Power Corporation of Canada (previously filed). |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.