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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
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, CT, 06870 475-988-2068 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/22/2025 (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.


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).
SCHEDULE 13D
|
| CUSIP No. | 443787205 |
| 1 |
Name of reporting person
JEFFREY E. EBERWEIN | ||||||||
| 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)
PF, 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
512,514.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Includes 49,450 shares of common stock underlying immediately exercisable warrants ("Warrants") to purchase Hudson common stock. The Warrants were issued by Star (as defined below) and were exercisable for 215,000 shares of Star common stock, and following the closing of the Merger (as defined below) are exercisable for 49,450 shares of Hudson common stock. Excludes 118,464 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.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Hudson Global, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
53 Forest Avenue, Suite 102, Old Greenwich,
CONNECTICUT
, 06870. | |
Item 1 Comment:
The following constitutes Amendment No. 6 to the Schedule 13D filed by the undersigned ("Amendment No. 6"). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby supplemented as follows: As of the closing of the Merger (as defined below), the Reporting Person individually received shares of Common Stock in exchange for his ownership interest in Star (as defined below), as described in Item 4. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby supplemented as follows: On May 21, 2025, Hudson Global, Inc. ("Hudson") entered into an Agreement and Plan of Merger, dated as of May 21, 2025 (the "Merger Agreement"), by and among Hudson, Star Equity Holdings, Inc. ("Star") and HSON Merger Sub, Inc., a wholly owned subsidiary of Hudson ("Merger Sub"). Upon the terms and subject to the conditions of the Merger Agreement, on August 22, 2025, at the effective time of the Merger (the "Effective Time"), Merger Sub merged with and into Star, with Star continuing as the surviving corporation of the Merger as a wholly owned subsidiary of Hudson. Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of Star issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Hudson common stock and (ii) each share of preferred stock of Star issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Hudson 10% Series A Cumulative Perpetual preferred stock ("Hudson Series A Preferred Stock"). As a result of the Merger, former Star common stockholders will receive approximately 744,291 shares of Hudson common stock for their Star common shares and former Star stockholders will receive approximately 2,690,637 shares of Hudson Series A Preferred Stock. No fractional shares of Hudson common stock were issued in the Merger, and Star stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement. At the Effective Time, the Reporting Person received in exchange for his ownership interest in Star (i) 188,686 shares of Hudson Common Stock, (ii) 1,182,414 shares of Hudson Series A Preferred Stock, (iii) 49,450 warrants to purchase Hudson Common Stock, (iv) 1,415 restricted stock units each representing the right to receive, at settlement, one share of Common Stock, and (v) 1,720 restricted stock units each representing the right to receive, at settlement, one share of Hudson Preferred Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a)-(c) is hereby amended and restated in its entirety as follows: The aggregate percentage of shares of Common Stock reported owned by the Reporting Person is based upon 2,755,335 shares of Common Stock outstanding as of July 25, 2025, 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 June 30, 2025, filed with the SEC on August 8, 2025, plus approximately 744,291 shares of Common Stock issued pursuant to the Merger, as reported in the Issuer's Current Report on Form 8-K filed with the SEC on August 22, 2025. As of the close of business on August 22, 2025, Mr. Eberwein beneficially owned 512,514 shares of common stock. Percentage: Approximately 14.6% | |
| (b) | 1. Sole power to vote or direct vote: 512,514 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 512,514 4. Shared power to dispose or direct the disposition: 0 | |
| (c) | Except as described herein, the Reporting Person has not engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Amendment No. 6. | |
| 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.
|
|
|