Item 1. Security and Issuer.
This Amendment No. 3 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, 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 3. Source and Amount of Funds or Other Consideration.The 507,400 additional Shares (in addition to the 3,646,448 Shares reflected in the initial Schedule 13D and Amendments No. 1 and 2 thereto) reported herein as being currently beneficially owned were acquired via open market purchases.
Item 5. Interest in Securities of the Issuer.
(a) As of July 11, 2012, each Reporting Person beneficially owned 4,153,848 Shares, which represented 12.5% 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
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of July 11, 2012.
(b) | Sole power to vote or direct the vote: 0 |
Shared power to vote or direct the vote: 4,153,848
Sole power to dispose or to direct the disposition: 0
Shared power to dispose or direct the disposition: 4,153,848
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 |
| | |
5/14/12 | $4.2226 | 3,420 |
5/15/12 | $4.1709 | 6,200 |
5/16/12 | $4.1269 | 8,426 |
5/17/12 | $4.0865 | 5,495 |
5/18/12 | $4.0800 | 7,500 |
5/21/12 | $4.1266 | 2,404 |
5/22/12 | $4.0393 | 7,560 |
5/23/12 | $3.8837 | 6,015 |
5/23/12 | $3.8355 | 5,000 |
5/24/12 | $3.9891 | 6,751 |
5/24/12 | $3.9731 | 10,000 |
5/25/12 | $4.0511 | 2,300 |
5/29/12 | $4.0562 | 18,400 |
5/30/12 | $4.0081 | 9,000 |
5/31/12 | $3.9450 | 7,094 |
6/1/12 | $3.6933 | 6,904 |
6/4/12 | $3.6158 | 32,260 |
6/5/12 | $3.8103 | 5,357 |
6/6/12 | $3.9480 | 1,500 |
6/7/12 | $3.9303 | 4,928 |
6/8/12 | $3.8611 | 2,500 |
6/19/12 | $3.7222 | 45,000 |
6/20/12 | $3.7500 | 105,000 |
6/21/12 | $3.5290 | 5,000 |
6/22/12 | $3.6923 | 200,000 |
6/25/12 | $3.5000 | 5,000 |
6/26/12 | $3.5112 | 25,000 |
6/27/12 | $3.6000 | 10,000 |
7/2/12 | $3.9918 | 25,000 |
7/5/12 | $4.1495 | 100,000 |
7/6/12 | $4.0625 | 80,000 |
7/9/12 | $4.0498 | 50,000 |
7/10/12 | $4.0250 | 100,000 |
7/11/12 | $3.9500 | 112,400 |
Note: Purchases of Shares from May 14, 2012 through June 22, 2012 reflected in the preceding table have previously been reflected in Amendment No. 2 to Schedule 13D.
SIGNATURE
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.
Date: July 12, 2012 | SAGARD CAPITAL PARTNERS, L.P. By:Sagard Capital Partners GP, Inc., its general partner | |
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| By: | /s/ Dan Friedberg | |
| | Name: Dan Friedberg | |
| | Title: President | |
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| SAGARD CAPITAL PARTNERS GP, INC. | |
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| By: | /s/ Dan Friedberg | |
| | Name: Dan Friedberg | |
| | Title: President | |
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| SAGARD CAPITAL PARTNERS MANAGEMENT CORP. | |
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| By: | /s/ Dan Friedberg | |
| | Name: Dan Friedberg | |
| | Title: President | |
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