Executive Chairman Eberwein Jeffrey E. returned 820,374 shares to the company and returned 1,182,414 units of 10% Series A Cumulative Perpetual Preferred Stock to the company, closing all direct ownership in the company (SEC Form 4)
$STRR
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STAR EQUITY HOLDINGS, INC. [ STRR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/22/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/22/2025 | D | 820,374 | D | (1) | 0 | D | |||
| 10% Series A Cumulative Perpetual Preferred Stock | 08/22/2025 | D | 1,182,414 | D | (1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit | (2) | 08/22/2025 | D | 2,935 | (3) | (3) | Common Stock | 2,935 | (2) | 0 | D | ||||
| Restricted Stock Unit | (2) | 08/22/2025 | D | 3,221 | (4) | (4) | Common Stock | 3,221 | (2) | 0 | D | ||||
| Restricted Stock Unit | (5) | 08/22/2025 | D | 860 | (6) | (6) | 10% Series A Cumulative Perpetual Preferred Stock | 860 | (5) | 0 | D | ||||
| Restricted Stock Unit | (5) | 08/22/2025 | D | 860 | (7) | (7) | 10% Series A Cumulative Perpetual Preferred Stock | 860 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the "Merger Agreement"), by and among Star Equity Holdings, Inc. ("Star"), Hudson Global, Inc. ("Hudson") and HSON Merger Sub, Inc., a wholly owned subsidiary of Hudson ("Merger Sub"), in exchange for .23 shares of Hudson common stock for each share of Star common stock on the effective date of the merger (the "Merger") and one share of Hudson Series A Preferred Stock for each share of Star 10% Series A Cumulative Perpetual Preferred Stock on the effective date of the Merger. |
| 2. These Restricted Stock Units each represent the right to receive, at settlement, one share of Star common stock. These Restricted Stock Units were assumed by Hudson in the Merger and exchanged for .23 Hudson Restricted Stock Units for each Star Restricted Stock Unit. |
| 3. The Restricted Stock Units granted on November 22, 2024 (the "Grant Date") are scheduled to vest upon the first anniversary of the Grant Date. |
| 4. The Restricted Stock Units granted on March 25, 2025 (the "Second Grant Date") are scheduled to vest upon the first anniversary of the Second Grant Date. |
| 5. These Restricted Stock Units each represent the right to receive, at settlement, one share of Star 10% Series A Cumulative Perpetual Preferred Stock. These Restricted Stock Units were assumed by Hudson in the Merger and exchanged for one Hudson Restricted Stock Unit for each Star Restricted Stock Unit. |
| 6. The Restricted Stock Units granted on May 19, 2025 (the "Preferred Grant Date") are scheduled to vest upon the first anniversary of the Preferred Grant Date. |
| 7. The Restricted Stock Units granted on August 18, 2025 (the "Second Preferred Grant Date") are scheduled to vest upon the first anniversary of the Second Preferred Grant Date. |
| Remarks: |
| /s/ Jeffrey E. Eberwein | 08/22/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||