Introduction
This Amendment No. 7 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 4. Purpose of Transaction.
Item 4 is hereby supplemented with the addition of the following:
As previously disclosed, the Issuer and Sagard were parties to a Letter Agreement, dated May 16, 2013, which provided for Dan Friedberg, a representative of Sagard (and the President of Sagard’s general partner), to be a non-voting attendee at meetings of the Board of Directors of the Issuer and of committees of such Board of Directors.
On May 16, 2014, that Letter Agreement expired without renewal.
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 May 16, 2014, each Reporting Person beneficially owned 4,650,189 Shares, which represented 14.1% of the outstanding Shares, based upon 32,874,968 Shares outstanding on March 31, 2014, as reflected in the Issuer’s Form 10-Q filed May 1, 2014.
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 May 16, 2014.
| (b) | Sole power to vote or direct the vote: 0 |
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| | Shared power to vote or direct the vote: 4,650,189 |
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| | Sole power to dispose or to direct the disposition: 0 |
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| | 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.
Item 6 is hereby supplemented by the addition of the following:
On May 16, 2014, the Letter Agreement described in Item 4 expired without renewal.
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 |
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| Exhibit B | Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp. |
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| Exhibit C | Executive Officers and Directors of Power Corporation of Canada and the Trustees of the Trust |
