Sec Form 13G Filing - TCS Capital GP LLC filing for Information Services Group Inc. (III) - 2012-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

Information Services Group, Inc.

(Name of issuer)

 

 

 

Common Stock, par value $0.001 per share

(Title of class of securities)

 

45675Y104

(CUSIP number)

 

December 31, 2011

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*  

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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 


SCHEDULE 13G

 

CUSIP No. 45675Y104   Page 2 of 9 Pages

 

  (1)   

Names of reporting persons

 

TCS Global Equity Master Fund, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

295,000

  

(6)

  

Shared voting power

 

0

  

(7)

  

Sole dispositive power

 

295,000

  

(8)

  

Shared dispositive power

 

0

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

295,000

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

0.8%

(12)

 

Type of reporting person (see instructions)

 

PN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT


SCHEDULE 13G

 

CUSIP No. 45675Y104   Page 3 of 9 Pages

 

  (1)   

Names of reporting persons

 

TCS Capital GP, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

0

  

(6)

  

Shared voting power

 

295,000

  

(7)

  

Sole dispositive power

 

0

  

(8)

  

Shared dispositive power

 

295,000

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

295,000

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

0.8%

(12)

 

Type of reporting person (see instructions)

 

OO

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT


SCHEDULE 13G

 

CUSIP No. 45675Y104   Page 4 of 9 Pages

 

  (1)   

Names of reporting persons

 

TCS Capital Management, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

0

  

(6)

  

Shared voting power

 

295,000

  

(7)

  

Sole dispositive power

 

0

  

(8)

  

Shared dispositive power

 

295,000

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

295,000

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

0.8%

(12)

 

Type of reporting person (see instructions)

 

IA

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT


SCHEDULE 13G

 

CUSIP No. 45675Y104   Page 5 of 9 Pages

 

  (1)   

Names of reporting persons

 

Eric Semler

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

0

  

(6)

  

Shared voting power

 

295,000

  

(7)

  

Sole dispositive power

 

0

  

(8)

  

Shared dispositive power

 

295,000

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

295,000

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

0.8%

(12)

 

Type of reporting person (see instructions)

 

IN

 

*

SEE INSTRUCTIONS BEFORE FILLING OUT


  Page 6 of 9 Pages

SCHEDULE 13G

This Schedule 13G (this “Schedule 13G”) is being filed on behalf of TCS Global Equity Master Fund, L.P., a Cayman Islands exempted limited partnership (“TCS Global”), TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”), TCS Capital Management, LLC, a Delaware limited liability company (“TCS Management”), and Eric Semler (together with TCS Global, TCS GP and TCS Management, the “Reporting Persons”). This Schedule 13G relates to common stock, par value $0.001 per share (the “Common Stock”) of Information Services Group, Inc., a Delaware corporation (the “Issuer”).

This Schedule 13G serves as an amendment to the Schedule 13G filed on February 9, 2007, as amended by Amendment No. 1 Schedule 13G filed on May 5, 2007, as amended by Amendment No. 2 Schedule 13G filed on May 15, 2007, as amended by Amendment No. 3 Schedule 13G filed on December 7, 2007, as amended by Amendment No. 4 Schedule 13G filed on February 14, 2008, as amended by Schedule 13D filed on June 9, 2008, as amended by Amendment No. 1 Schedule 13D filed on September 3, 2010, as amended by Amendment No. 2 Schedule 13D filed on January 10, 2011, as amended by Schedule 13G filed on February 11, 2011.

 

Item 1(a) Name of Issuer.

Information Services Group, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

Two Stamford Plaza

281 Tresser Boulevard

Stamford, CT, 06901

 

Item 2(a) Name of Person Filing.

 

  (1)

TCS Global Equity Master Fund, L.P.

 

  (2)

TCS Capital GP, LLC

 

  (3)

TCS Capital Management, LLC

 

  (4)

Eric Semler

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

For all Filers:

888 Seventh Avenue, Suite 1504

New York, NY 10019

 

Item 2(c) Citizenship or Place of Organization.

 

  (1)

TCS Global Equity Master Fund, L.P. is a Cayman Islands exempted limited partnership.

 

  (2)

TCS Capital GP, LLC is a Delaware limited liability company.

 

  (3)

TCS Capital Management, LLC is a Delaware limited liability company.

 

  (4)

Eric Semler is a U.S. citizen.


  Page 7 of 9 Pages

 

Item 2(d) Title of Class of Securities.

Common stock, par value $0.001 per share.

 

Item 2(e) CUSIP Number.

45675Y104

 

Item 3 Reporting Person

Inapplicable

 

Item 4 Ownership.

 

  (a)

TCS Global, TCS GP, TCS Management and Eric Semler may be deemed the beneficial owners of 295,000 shares of Common Stock.

 

  (b)

TCS Global, TCS GP, TCS Management and Eric Semler may be deemed the beneficial owners of 0.8% of the outstanding shares of Common Stock. This percentage was determined by dividing 295,000 by 36,163,423, which is the number of shares of Common Stock outstanding as of October 27, 2011, according to the Issuer’s Form 10Q filed on November 7, 2011 with the Securities and Exchange Commission.

 

  (c)

TCS Global, TCS GP, TCS Management and Eric Semler have the shared power to vote and dispose of the 295,000 shares of Common Stock beneficially owned.

 

Item 5 Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following x.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable


  Page 8 of 9 Pages

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Company.

Inapplicable

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable

 

Item 9 Notice of Dissolution of Group.

Inapplicable

 

Item 10 Certification.

By signing below, each Reporting Person certifies that, to the best of such Reporting Persons’ knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

Exhibit 99-1

Joint Filing Agreement, dated February 14, 2012, among the Reporting Persons.


  Page 9 of 9 Pages

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 14, 2012

 

    TCS GLOBAL EQUITY MASTER FUND, L.P.
     
    By:   TCS Capital GP, LLC, general partner
   
    By:   /s/ Eric Semler
    Name:   Eric Semler
    Title:   Managing Member
     
    TCS CAPITAL GP, LLC
    By:   /s/ Eric Semler
    Name:   Eric Semler
    Title:   Managing Member
     
    TCS CAPITAL MANAGEMENT, LLC
    By:   /s/ Eric Semler
    Name:   Eric Semler
    Title:   Managing Member
     
    ERIC SEMLER
    By:   /s/ Eric Semler