13D Filing: Lone Star Value Management and Edgewater Technology Inc (EDGW)

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. 1)¹

Edgewater Technology, Inc.

(Name
of Issuer)

Common Stock,
par value $0.01 per share

(Title of Class of Securities)

280358102

(CUSIP Number)

jeffrey
E. eberwein

lone
star value management, LLC

53 Forest Avenue, 1^st Floor

Old Greenwich, Connecticut 06870

(203) 489-9500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

June 7, 2017

(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.

1
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).

The following constitutes
Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule
13D as specifically set forth herein.

Item 2 is hereby amended
and restated to read as follows:

(a)       This
statement is filed by:

(i)       Lone
Star Value Investors, LP, a Delaware limited partnership (“Lone Star Value Investors”);

(ii)        Lone
Star Value Co-Invest I, LP, a Delaware limited partnership (“Lone Star Value Co-Invest I”);

(iii)       Lone
Star Value Investors GP, LLC, a Delaware limited liability company (“Lone Star Value GP”), which serves as the general
partner of Lone Star Value Investors and Lone Star Value Co-Invest I;

(iv)       Lone
Star Value Management, LLC, a Connecticut limited liability company (“Lone Star Value Management”), which serves as
the investment manager of Lone Star Value Investors, Lone Star Value Co-Invest I and a certain managed account (the “Separately
Managed Account”); and

(v)       Jeffrey
E. Eberwein, who serves as the manager of Lone Star Value GP and sole member of Lone Star Value Management.

Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as filed with the initial Schedule 13D.

(b)       The
address of the principal office of each of Lone Star Value Investors, Lone Star Value Co-Invest I, Lone Star Value GP, Lone Star
Value Management and Mr. Eberwein is 53 Forest Avenue, 1^st Floor, Old Greenwich, Connecticut 06870.

(c)       The
principal business of Lone Star Value Investors and Lone Star Value Co-Invest I is investing in securities. The principal business
of Lone Star Value GP is serving as the general partner of Lone Star Value Investors and Lone Star Value Co-Invest I. The principal
business of Lone Star Value Management is serving as the investment manager of Lone Star Value Investors, Lone Star Value Co-Invest
I and the Separately Managed Account. The principal occupation of Mr. Eberwein is serving as the manager of Lone Star Value GP
and the sole member of Lone Star Value Management.

(d)       No
Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e)       Other
than as set forth herein, no Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Lone Star Value Management and Mr. Eberwein are each subject to a Securities and Exchange
Commission (“SEC”) administrative order, dated February 14, 2017 (File No. 3-17847), relating to alleged violations
of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules promulgated thereunder,
including failing to disclose the members of a stockholder group, and further allegations that Mr. Eberwein violated Section 16(a)
of the Exchange Act and the rules promulgated thereunder, including failing to timely file initial statements of beneficial ownership
on Form 3 and changes thereto on Form 4. Without admitting or denying any violations, (i) Lone Star Value Management agreed to
cease and desist from committing or causing any violations of Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated
thereunder, and paid a civil penalty of $120,000 to the SEC and (ii) Mr. Eberwein agreed to cease and desist from committing or
causing any violations of (x) Section 13(d) of the Exchange Act and Rules 13d-1 and 13d-2 promulgated thereunder and (y) Section
16(a) of the Exchange Act and Rules 16a-2 and 16a-3 promulgated thereunder, and paid a civil penalty to the SEC in the amount of
$90,000.

(f)       Mr.
Eberwein is a citizen of the United States of America.

Item 3 is hereby amended
and restated to read as follows:

The Shares purchased
by Lone Star Value Investors and held in the Separately Managed Account were purchased with working capital (which may, at any
given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as
otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 264,312
Shares beneficially owned by Lone Star Value Investors is approximately $1,860,310, including brokerage commissions. The aggregate
purchase price of the 50,000 Shares held in the Separately Managed Account is approximately $375,826, including brokerage commissions.

Item 5 is hereby amended
and restated to read as follows:

The aggregate percentage
of Shares reported owned by each person named herein is based upon 13,439,400 Shares outstanding as of May 1, 2017, which is the
total number of Shares reported outstanding in the Issuer’s most recently filed Form 10-Q, filed with the Securities and
Exchange Commission on May 5, 2017.

Percentage: Approximately 2.0%

Percentage: 0%

Percentage: Approximately 2.0%

Percentage: Approximately 2.3%

Percentage: Approximately 2.3%

SIGNATURES

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

Dated: June 9, 2017

SCHEDULE A

Transactions in the Securities
of the Issuer During the Past Sixty (60) Days

LONE STAR VALUE INVESTORS, LP