13D Filing: Lone Star Value Management and Hudson Global Inc. (HSON)

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. 6)¹

Hudson Global, Inc.

(Name
of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

443787106

(CUSIP Number)

jeffrey
E. eberwein

lone
star value management, LLC

53 Forest Avenue, 1^st Floor

Old Greenwich, Connecticut 06870

(203) 489-9500

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

March 29, 2018

(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).

* Includes 1,264,621 Shares beneficially owned directly by Mr. Eberwein, including
259,567 Shares underlying Share Units (as defined below), whereby each Share Unit represents a contingent right to receive
one Share upon Mr. Eberwein’s separation from service as a director of the Issuer.

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 2 is hereby
amended and restated to read as follows:

(a)       This
statement is filed by:

Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(b)       The
address of the principal office of each of the Reporting Persons is 53 Forest Avenue, 1st Floor, Old Greenwich, Connecticut
06870.

(c)       The
principal business of Lone Star Value Investors is investing in securities. The principal business of Lone Star Value GP is serving
as the general partner of Lone Star Value Investors. The principal business of Lone Star Value Management is serving as the investment
manager of Lone Star Value Investors and the Lone Star Value 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 7,458 Shares directly
owned by Lone Star Value GP were acquired upon a pro rata in-kind distribution from Lone Star Value Investors to its partners.

Of the 1,264,621 Shares
directly owned by Mr. Eberwein (i) 1,005,054 Shares were acquired upon a pro rata in-kind distribution from Lone Star Value Investors
to its partners, and (ii) 259,567 Shares beneficially owned by Mr. Eberwein represent
Shares underlying certain Share Units (“Share Units”) granted to Mr. Eberwein in connection with his service on the
Issuer’s Board of Directors, whereby each Share Unit represents a contingent right to receive one Share upon Mr. Eberwein’s
separation from service.

The Shares held in
the Lone Star Value 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 transactions. The aggregate purchase price of the 125,000 Shares held in
the Lone Star Value Account is approximately $356,644, 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 31,160,549 Shares outstanding as of February 7, 2018, which
is the total number of Shares outstanding as reported in the Issuer’s Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on February 13, 2018.

Percentage: 0%

Percentage: Less than 1%.

Percentage: Less than 1%

Percentage: Approximately 4.5%

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: April 2, 2018