Sec Form 13D Filing - Eberwein Jeffrey E. filing for Hudson Global Inc. (HSON) - 2022-11-22

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 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

 

(Amendment No. 4)*

 

Hudson Global, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

443787205

(CUSIP Number)

 

JEFFREY E. EBERWEIN

53 Forest Avenue, Suite 102

Old Greenwich, Connecticut 06870

(475) 988-2068

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 18, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

*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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

 

 

     
1

NAME OF REPORTING PERSON

 

JEFFREY E. EBERWEIN 

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  o
  (see instructions)

(b)  o

 

3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS  (see instructions)

 

PF, OO

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT

TO ITEMS 2(d) OR 2(e)

 

o

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

  7   SOLE VOTING POWER
      228,490 * 
  8   SHARED VOTING POWER
      -0- 
  9   SOLE DISPOSITIVE POWER
      228,490 *
  10   SHARED DISPOSITIVE POWER
      -0-

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

228,490 * 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN

SHARES (see instructions)

 

 

o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

8.2%*

14

TYPE OF REPORTING PERSON (see instructions)

 

IN

 

* Excludes 106,218 share units under the Issuer’s 2009 Incentive Stock and Awards Plan, as amended and restated, which are payable in shares of common stock up to 90 days following Mr. Eberwein ceasing to provide service to the Issuer and, therefore, are not considered to be beneficially owned. This also excludes 27,156 share units under the Issuer’s Director Deferred Share Plan, which are payable in shares of common stock up to 90 days following Mr. Eberwein ceasing to provide service to the Issuer and, therefore, are not considered to be beneficially owned.

 

-1-

 

 

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 is hereby amended and restated as follows:

 

The 228,490 shares of Common Stock (the “Shares”) beneficially owned by Mr. Eberwein were acquired via a combination of purchases with personal funds in the open market and a pro rata in-kind distribution from certain funds managed by Mr. Eberwein. Such Shares exclude 106,218 share units under the Issuer’s 2009 Incentive Stock and Awards Plan, as amended and restated, which are payable in shares of common stock up to 90 days following Mr. Eberwein ceasing to provide service to the Issuer and, therefore, are not considered to be beneficially owned. Such shares also exclude 27,156 share units under the Issuer’s Director Deferred Share Plan, which are payable in shares of common stock up to 90 days following Mr. Eberwein ceasing to provide service to the Issuer and, therefore, are not considered to be beneficially owned.

 

The aggregate purchase price of the Shares purchased in the open market is approximately $6,299,092, excluding brokerage commissions. 

 

Item 5.Interest in Securities of the Issuer.

 

Items 5(a)-(c) is hereby amended and restated in its entirety as follows:

 

The aggregate percentage of Shares reported owned by the Reporting Person is based upon 2,790,584 Shares outstanding as of October 21, 2022, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with the SEC on November 10, 2022.

 

A.Mr. Eberwein

 

(a)As of the close of business on November 22, 2022, Mr. Eberwein beneficially owned 228,490 Shares.

         

Percentage: Approximately 8.2%

 

  (b) 1. Sole power to vote or direct vote: 228,490
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 228,490
4. Shared power to dispose or direct the disposition: 0

 

  (c) Schedule A annexed hereto lists all transactions in the Shares of the Issuer by Mr. Eberwein during the past sixty (60) days. All of such transactions were effected in the open market pursuant to the Trading Plan.

 

-2-

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: November 22, 2022

 

 

 

 
/s/ Jeffrey E. Eberwein
  JEFFREY E. EBERWEIN

 

-3-

 

 

SCHEDULE A

 

Transactions in the Shares During the Past 60 Days

 

 

Shares of Common Stock Purchased / (Sold) Price per Share ($) 1 Date of Purchase / Sale
500 34.48 2 9/23/2022
186 32.91 3 9/26/2022
314 33.67 4 9/26/2022
500 33.70 5 9/27/2022
440 33.25 6 9/28/2022
60 33.85 7 9/28/2022
500 33.98 8 9/29/2022
500 33.92 9 9/30/2022
500 34.54 10 10/3/2022
500 34.85 11 10/4/2022
500 34.43 12 10/5/2022
236 33.52 13 10/6/2022
264 34.51 14 10/6/2022
500 33.42 15 10/7/2022
470 33.29 16 10/10/2022
30 34.02 17 10/10/2022
87 33.47 18 10/11/2022
413 34.65 19 10/11/2022

 

 

1 The prices reported in this column are a weighted average prices. Mr. Eberwein undertakes to provide the Issuer and any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price such shares were purchased.

2 These shares were purchased in multiple transactions at prices ranging from $34.20 to 34.64, inclusive.

3 These shares were purchased in multiple transactions at prices ranging from $32.35 to $33.33, inclusive.

4 These shares were purchased in multiple transactions at prices ranging from $33.35 to $33.89, inclusive.

5 These shares were purchased in multiple transactions at prices ranging from $32.99 to $33.90, inclusive.

6 These shares were purchased in multiple transactions at prices ranging from $32.84 to $33.80, inclusive.

7 These shares were purchased in multiple transactions at prices ranging from $33.85 to $33.90, inclusive

8 These shares were purchased in multiple transactions at prices ranging from $33.75 to 34.50, inclusive.

9 These shares were purchased in multiple transactions at prices ranging from $33.80 to $34.00, inclusive.

10 These shares were purchased in multiple transactions at prices ranging from $34.30 to $34.75, inclusive.

11 These shares were purchased in multiple transactions at prices ranging from $34.70 to $35.00, inclusive.

12 These shares were purchased in multiple transactions at prices ranging from $34.25 to $34.55, inclusive.

13 These shares were purchased in multiple transactions at prices ranging from $33.49 to $33.65, inclusive.

14 These shares were purchased in multiple transactions at prices ranging from $34.49 to $34.80, inclusive.

15 These shares were purchased in multiple transactions at prices ranging from $33.27 to $33.50, inclusive.

16 These shares were purchased in multiple transactions at prices ranging from $32.62 to $33.50, inclusive.

17 These shares were purchased in multiple transactions at prices ranging from $33.65 to $34.20, inclusive.

18 These shares were purchased in multiple transactions at prices ranging from $33.20 to $34.00, inclusive.

19 These shares were purchased in multiple transactions at prices ranging from $34.40 to $34.80, inclusive.

 

 

 

 

400 33.63 20 10/12/2022
100 34.80 10/12/2022
460 33.92 21 10/13/2022
40 34.40 10/13/2022
436 34.13 22 10/14/2022
64 34.80 10/14/2022
500 34.65 23 10/17/2022
500 34.42 24 10/18/2022
500 34.77 25 10/19/2022
260 34.72 26 10/20/2022
210 35.00 10/21/2022
500 34.28 27 10/25/2022
500 33.84 28 10/26/2022
500 33.35 29 10/27/2022
500 33.46 30 10/28/2022
330 34.13 31 10/31/2022
170 34.84 32 10/31/2022
500 34.48 33 11/1/2022
380 34.49 34 11/2/2022
11 34.99 35 11/3/2022
3 35.00 11/9/2022
390 29.77 36 11/10/2022
100 30.67 37 11/10/2022
10 32.50 11/10/2022
500 28.96 38 11/11/2022
590 23.95 39 11/14/2022

 

 

20 These shares were purchased in multiple transactions at prices ranging from $33.41 to $33.70, inclusive.

21 These shares were purchased in multiple transactions at prices ranging from $33.40 to $34.30, inclusive.

22 These shares were purchased in multiple transactions at prices ranging from $33.70 to $34.50, inclusive.

23 These shares were purchased in multiple transactions at prices ranging from $33.99 to $34.80, inclusive.

24 These shares were purchased in multiple transactions at prices ranging from $34.17 to $34.66, inclusive.

25 These shares were purchased in multiple transactions at prices ranging from $34.64 to $34.80, inclusive.

26 These shares were purchased in multiple transactions at prices ranging from $34.50 to $35.00, inclusive.

27 These shares were purchased in multiple transactions at prices ranging from $33.94 to $34.74, inclusive.

28 These shares were purchased in multiple transactions at prices ranging from $33.38 to $34.00, inclusive.

29 These shares were purchased in multiple transactions at prices ranging from $32.99 to $33.60, inclusive.

30 These shares were purchased in multiple transactions at prices ranging from $32.99 to $33.70, inclusive.

31 These shares were purchased in multiple transactions at prices ranging from $33.78 to $34.56, inclusive.

32 These shares were purchased in multiple transactions at prices ranging from $34.79 to $34.95, inclusive.

33 These shares were purchased in multiple transactions at prices ranging from $34.23 to $34.85, inclusive.

34 These shares were purchased in multiple transactions at prices ranging from $34.17 to $34.89, inclusive.

35 These shares were purchased in multiple transactions at prices ranging from $34.94 to $35.00, inclusive.

36 These shares were purchased in multiple transactions at prices ranging from $29.49 to $30.43, inclusive.

37 These shares were purchased in multiple transactions at prices ranging from $30.49 to $30.86, inclusive.

38 These shares were purchased in multiple transactions at prices ranging from $28.58 to $29.26, inclusive.

39 These shares were purchased in multiple transactions at prices ranging from $23.09 to $24.08, inclusive.

 

 

 

 

280 24.39 40 11/14/2022
70 25.43 41 11/14/2022
30 26.83 42 11/14/2022
30 27.50 43 11/14/2022
60 22.19 44 11/15/2022
920 23.93 45 11/15/2022
20 24.58 11/15/2022
22 22.41 46 11/16/2022
138 23.17 47 11/16/2022
840 24.31 48 11/16/2022
476 22.33 49 11/17/2022
484 23.16 50 11/17/2022
40 24.12 51 11/17/2022
1,000 22.86 52 11/18/2022
1,000 21.87 53 11/21/2022
1,000 21.09 54 11/22/2022

 

 

40 These shares were purchased in multiple transactions at prices ranging from $24.09 to $25.00, inclusive.

41 These shares were purchased in multiple transactions at prices ranging from $25.12 to $25.95, inclusive.

42 These shares were purchased in multiple transactions at prices ranging from $26.46 to $27.02, inclusive.

43 These shares were purchased in multiple transactions at prices ranging from $27.50 to $27.51, inclusive.

44 These shares were purchased in multiple transactions at prices ranging from $22.00 to $22.58, inclusive.

45 These shares were purchased in multiple transactions at prices ranging from $23.40 to $24.34, inclusive.

46 These shares were purchased in multiple transactions at prices ranging from $21.52 to $22.50, inclusive.

47 These shares were purchased in multiple transactions at prices ranging from $22.62 to $23.51, inclusive.

48 These shares were purchased in multiple transactions at prices ranging from $23.90 to $24.59, inclusive.

49 These shares were purchased in multiple transactions at prices ranging from $21.81 to $22.79, inclusive.

50 These shares were purchased in multiple transactions at prices ranging from $22.86 to $23.68, inclusive.

51 These shares were purchased in multiple transactions at prices ranging from $23.97 to $24.40, inclusive.

52 These shares were purchased in multiple transactions at prices ranging from $22.39 to $23.00, inclusive.

53 These shares were purchased in multiple transactions at prices ranging from $21.50 to $22.19, inclusive.

54 These shares were purchased in multiple transactions at prices ranging from $20.52 to $21.33, inclusive.