SEC Form SC 13G/A filed by Hudson Global Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
HUDSON GLOBAL, INC.
| (Name of Issuer) |
|
Common Stock, $0.001 par value |
| (Title of Class of Securities) |
443787205 |
| (CUSIP Number) |
|
|
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o 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).
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CUSIP No. 443787205
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SCHEDULE 13G/A
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Page 2
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Hotchkis and Wiley Capital Management, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
269,257
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
334,637
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.89%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 443787205
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SCHEDULE 13G/A
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Page 3
of 9 Pages
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1
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NAME OF REPORTING PERSONS
Hotchkis and Wiley Small Cap Value Fund
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
147,460
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
147,460
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.24%
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12
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TYPE OF REPORTING PERSON
IV
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CUSIP No. 443787205
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SCHEDULE 13G/A
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Page 4
of 6 Pages
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| Item 1. | (a) Name of Issuer |
HUDSON GLOBAL, INC.
| (b) Address of Issuer’s Principal Executive Offices |
53 Forest Avenue, Suite 102
Old Greenwich, CT 06870
| Item 2. | (a) Name of Person Filing |
(a) Hotchkis and Wiley Capital Management, LLC
(b) Hotchkis and Wiley Small Cap Value Fund
| (b) Address of Principal Business Office, or, if none, Residence |
(a) 601 S. Figueroa Street, 39th Fl, Los Angeles, CA 90017
(b) 601 S. Figueroa Street, 39th Fl, Los Angeles, CA 90017
| (c) Citizenship |
(a) Delaware
(b) Delaware
| (d) Title of Class of Securities |
Common Stock, $0.001 par value
| (e) CUSIP No.: |
443787205
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CUSIP No. 443787205
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SCHEDULE 13G/A
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Page 5
of 9 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | x | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP
No. 443787205
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SCHEDULE 13G/A
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Page
6 of 9 Pages
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
(a) 334,637 (Ownership disclaimed pursuant to Section 13d-4 of the 1934 Act) (includes ownership reported in 4(a)(b) below)
(b) 147,460
(b) Percent of class:
(a) 11.89% (includes ownership reported in 4(b)(b) below)
(b) 5.24%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(a) 269,257 (includes ownership reported in 4(c)(i)(b) below)
(b) 147,460
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
(a) 334,637 (includes ownership reported in 4(c)(iii)(b) below)
(b) 147,460
(iv) Shared power to dispose or to direct the disposition of: 0
Note that certain of HWCM's clients have retained voting power over the Common Shares that they beneficially own. Accordingly, HWCM has the power to dispose of more Common Shares than it can vote.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
See Exhibit A.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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CUSIP No. 443787205
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SCHEDULE 13G/A
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Page 7
of 9 Pages
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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.
Dated: February 13, 2024
| Hotchkis and Wiley Capital Management, LLC | |||
| By: | Tina H. Kodama | ||
| Name: | Tina H. Kodama | ||
| Title: | Chief Compliance Officer | ||
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CUSIP No. 443787205
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SCHEDULE 13G/A
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Page 8
of 9 Pages
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Exhibit A
The securities as to which this Schedule is filed by HWCM, in its capacity as investment adviser, are owners of record by clients of HWCM. Those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities. No such client is known to have such right or power with respect to more than five percent of this class of securities, except as follows:
Hotchkis and Wiley Small Cap Value Fund
The Board of Trustees of the Hotchkis and Wiley Small Cap Value Fund can direct the disposition of dividends received by such fund and can dispose of such securities.
HWCM disclaims ownership of securities for all clients.
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CUSIP No. 443787205
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SCHEDULE 13G/A
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Page 9
of 9 Pages
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Exhibit B
The undersigned investment company hereby acknowledges and agrees that a report on Schedule 13G filed by Hotchkis and Wiley Capital Management, LLC on or about the date hereof, relating to the Common Stock of Hudson Global, Inc. is filed on behalf of the undersigned.
Dated: February 13, 2024
| Hotchkis and Wiley Small Cap Value Fund | |||
| By: | Tina H. Kodama | ||
| Name: | Tina H. Kodama | ||
| Title: | Chief Compliance Officer Hotchkis & Wiley Capital Management, LLC | ||
| Investment Advisor to the Hotchkis & Wiley Small Cap Value Fund | |||