UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 to SCHEDULE 13D
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(AMENDMENT NO. 2)
MASTECH DIGITAL, INC.
(NAMEOF ISSUER)
Common Stock, $.01 par value per share
(TITLEOF CLASS OF SECURITIES)
57633B100
(CUSIP NUMBER)
John J. Cronin, Jr.
Chief Financial Officer and Corporate Secretary
Mastech Digital, Inc.
1305 Cherrington Parkway Building 210, Suite 400
Moon Township, Pennsylvania 15108
(412) 787-2100
(NAME, ADDRESSAND TELEPHONE NUMBEROF PERSON AUTHORIZEDTORECEIVE NOTICESAND COMMUNICATIONS)
December 16, 2022
(DATEOF EVENTWHICH REQUIRES FILINGOFTHIS STATEMENT)
IFTHEFILINGPERSONHASPREVIOUSLYFILEDASTATEMENTON SCHEDULE 13GTOREPORTTHEACQUISITIONTHATISTHESUBJECTOFTHIS SCHEDULE 13D ANDISFILINGTHISSCHEDULEBECAUSEOF §§240.13d-1(e), 240.13d-1(f)OR 240.13d-1(g),CHECKTHEFOLLOWINGBOX ☐.
NOTE: SCHEDULESFILEDINPAPERFORMATSHALLINCLUDEASIGNEDORIGINALANDFIVECOPIESOFTHE SCHEDULE,INCLUDINGALLEXHIBITS. SEE §240.13d-7FOROTHERPARTIESTOWHOMCOPIESARETOBESENT.
| * | THEREMAINDEROFTHISCOVERPAGESHALLBEFILLEDOUTFORAREPORTINGPERSON’SINITIALFILINGONTHISFORMWITHRESPECTTOTHESUBJECTCLASSOFSECURITIES,ANDFORANYSUBSEQUENTAMENDMENTCONTAININGINFORMATIONWHICHWOULDALTERDISCLOSURESPROVIDEDINAPRIORCOVERPAGE. |
THEINFORMATIONREQUIREDONTHEREMAINDEROFTHISCOVERPAGESHALLNOTBEDEEMEDTOBE “FILED”FORTHEPURPOSEOF SECTION 18OFTHE SECURITIES EXCHANGE ACTOF 1934 (“ACT”)OROTHERWISESUBJECTTOTHELIABILITIESOFTHATSECTIONOFTHE ACTBUTSHALLBESUBJECTTOALLOTHERPROVISIONSOFTHE ACT (HOWEVER,SEETHE NOTES).
CUSIP NO. 57633B100
| 1. | NAME OF REPORTING PERSON
Manoj Singh, as the sole member of the Trust Protection Committee of the Sunil Wadhwani 2020 Exempt Family Trust | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (A) ☐ (B) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5. | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7. | SOLE VOTING POWER
1,850,000 (See Item 5(a)) | ||||
| 8. | SHARED VOTING POWER
0 | |||||
| 9. | SOLE DISPOSITIVE POWER
1,850,000 (See Item 5(a)) | |||||
| 10. | SHARED DISPOSITIVE POWER
0 | |||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,850,000 (See Item 5(a)) | |||||
| 12. | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16% (See Item 5(a)) | |||||
| 14. | TYPE OF REPORTING PERSON*
IN | |||||
Explanatory Note: This amendment No. 2 amends the first amendment of the Schedule 13D of Manoj Singh, as the sole member of the Trust Protection Committee of the Sunil Wadhwani 2020 Exempt Family Trust (the “Reporting Person”) that was filed with the Securities and Exchange Commission on December 27, 2022 (the “Amended Schedule 13D”) with respect to the Common Stock, par value $.01 per share (the “Common Stock”) of Mastech Digital, Inc. (“Mastech”). This amendment constitutes Amendment No. 2 to the Initial Schedule 13D and is solely meant to replace the incomplete exhibits provided in the Amended Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the initial Schedule 13D, which was filed with the Securities and Exchange Commission on September 25, 2020. Except as set forth herein, the Amended Schedule 13D is unmodified.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Amended Schedule 13D remains the same.
Item 4. Purpose of Transaction.
Item 4 of the Amended Schedule 13D remains the same.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Amended Schedule 13D remains the same.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Amended Schedule 13D remains the same.
Item 7. Materials to be filed as Exhibits.
Item 7 of the Initial Schedule 13D is hereby amended and supplemented as follows, to replace the previous exhibits with those listed below:
| Exhibit 1 | Stock Purchase Agreement, dated December 16, 2022, by and between Sunil Wadhwani and the Sunil Wadhwani 2020 Exempt Family Trust |
| Exhibit 2 | Confirmation Agreement, dated as of December 16, 2022, by and between Sunil Wadhwani and the Sunil Wadhwani 2020 Exempt Family Trust |
| Exhibit 3 | Promissory Note, dated as of December 16, 2022, made by the Sunil Wadhwani 2020 Exempt Family Trust in favor of the Sunil Wadhwani Trust |
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: February 8, 2023
/s/ Manoj Singh |
Sole Member of Trust Protection Committee of the Sunil Wadhwani 2020 Exempt Family Trust |
