SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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Star Equity Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
85513Q301 (CUSIP Number) |
JEFFREY E. EBERWEIN 53 Forest Avenue, Suite 101 Old Greenwich, CT, 06870 203-489-9500 (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) |
SCHEDULE 13D
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CUSIP No. | 85513Q301 |
1 |
Name of reporting person
JEFFREY E. EBERWEIN | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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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)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
(b) | Name of Issuer:
Star Equity Holdings, Inc. | |
(c) | Address of Issuer's Principal Executive Offices:
53 FOREST AVENUE, SUITE 101, OLD GREENWICH,
CONNECTICUT
, 06870. | |
Item 1 Comment:
The following constitutes Amendment No. 11 (the "Amendment No. 11") to the Schedule 13D filed by the undersigned with the Securities Exchange Commission on December 20, 2021 and the amendments thereto. This Amendment No. 11
amends the Schedule 13D as specifically set forth herein. | ||
Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby supplemented as follows:
On May 21, 2025, Star Equity Holdings, Inc. ("Star") entered into an Agreement and Plan of Merger, dated as of May 21, 2025 (the "Merger Agreement"),
by and among Hudson Global, Inc. ("Hudson"), 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"). 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.
As a result of the closing of the Merger, Star's Common Stock was delisted from Nasdaq and deregistered under the Securities Exchange Act of 1934. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Items 5(a)-(e) are hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by the Reporting Person is based upon 0 Shares outstanding as of August 22, 2025, which is the total number of Shares outstanding based on information provided by the Issuer to the Reporting Person.
As of the close of business on August 22, 2025, Mr. Eberwein beneficially owned 0 Shares .
Percentage: 0.0% | |
(b) | 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
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. 11. | |
(e) | The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on August 22, 2025. |
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.
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