1
|
NAME OF REPORTING PERSONS
LONE STAR VALUE CO-INVEST I, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
276,000
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
276,000
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
LONE STAR VALUE INVESTORS, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
1,766,666
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
1,766,666
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,766,666
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
|
|
14
|
TYPE OF REPORTING PERSON
PN
|
1
|
NAME OF REPORTING PERSONS
LONE STAR VALUE INVESTORS GP, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,042,666
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
2,042,666
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,042,666
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
LONE STAR VALUE MANAGEMENT, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b)☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF, OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
CONNECTICUT
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,142,475
|
8
|
SHARED VOTING POWER
- 0 -
|
|
9
|
SOLE DISPOSITIVE POWER
2,142,475
|
|
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,142,475
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
1
|
NAME OF REPORTING PERSONS
JEFFREY E. EBERWEIN
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
2,142,475
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
2,142,475
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,142,475
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
AMERI HOLDINGS, INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
AMERI AND PARTNERS INC.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
-0-
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
1
|
NAME OF REPORTING PERSONS
ROBERT G. PEARSE
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
20,000
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
20,000
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1 %
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
DHRUWA N. RAI
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
900
|
8
|
SHARED VOTING POWER
-0-
|
|
9
|
SOLE DISPOSITIVE POWER
900
|
|
10
|
SHARED DISPOSITIVE POWER
-0-
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1 %
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
A. |
Lone Star Value Co-Invest
|
(a) |
As of the close of business on May 8, 2017, Lone Star Value Co-Invest beneficially owned 276,000 Shares.
|
(b) |
1. Sole power to vote or direct vote: 276,000
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition:276,000 4. Shared power to dispose or direct the disposition: 0 |
(c) |
The transactions in the Shares by Lone Star Value Co-Invest within the last 60 days are set forth in Schedule B and are incorporated herein by reference.
|
B. |
Lone Star Value Investors
|
(a) |
As of the close of business on May 8, 2017, Lone Star Value Investors beneficially owned 1,766,666 Shares.
|
(b) |
1. Sole power to vote or direct vote: 1,766,666
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 1,766,666 4. Shared power to dispose or direct the disposition: 0 |
(c) |
The transactions in the Shares by Lone Star Value Co-Invest within the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
C. |
Lone Star Value GP
|
(a) |
Lone Star Value GP, as the general partner of Lone Star Value Investors, may be deemed the beneficial owner of the aggregate 2,042,666 Shares owned by Lone Star Value Co-Invest and Lone Star Value Investors.
|
(b) |
1. Sole power to vote or direct vote: 2,042,666
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,042,666 4. Shared power to dispose or direct the disposition: 0 |
(c) |
Lone Star Value GP has not entered into any transactions in the Shares within the last 60 days. The transactions in the Shares within the past 60 days on behalf of Lone Star Value Co-Invest and Lone Star Value Investors are set forth in Schedule B and are incorporated herein by reference.
|
D. |
Lone Star Value Management
|
(a) |
As of the close of business on May 8, 2017, 99,809 Shares were held in the Separately Managed Account. Lone Star Value Management, as the investment manager of Lone Star Value Co-Invest, Lone Star Value Investors, and the Separately Managed Account, may be deemed the beneficial owner of the (i) 276,000 Shares owned by Lone Star Value Co-Invest, (ii) 1,766,666 Shares owned by Lone Star Value Investors, and (iii) 99,809 Shares held in the Separately Managed Account.
|
(b) |
1. Sole power to vote or direct vote: 2,142,475
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,142,475 4. Shared power to dispose or direct the disposition: 0 |
(c) |
Lone Star Value Management has not entered into any transactions in the Shares on behalf of the Separately Managed Account within the past 60 days. The transactions in the Shares on behalf of Lone Star Value Co-Invest, Lone Star Value Investors, and the Separately Managed Account within the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
(a) |
Mr. Eberwein, as the manager of Lone Star Value GP and sole member of Lone Star Value Management, may be deemed the beneficial owner of the (i) 276,000 Shares owned by Lone Star Value Co-Invest, (ii) 1,766,666 Shares owned by Lone Star Value Investors, and (iii) 99,809 Shares held in the Separately Managed Account.
|
(b) |
1. Sole power to vote or direct vote: 2,142,475
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 2,142,475 4. Shared power to dispose or direct the disposition: 0 |
(c) |
Mr. Eberwein has not entered into any transactions in the Shares within the past 60 days. The transactions in the Shares on behalf of Lone Star Value Co-Invest, Lone Star Value Investors, and the Separately Managed Account within the past 60 days are set forth in Schedule B and are incorporated herein by reference.
|
F. |
AMERI
|
(a) |
As of the close of business on May 8, 2017, AMERI did not beneficially own any Shares.
|
(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) |
AMERI has not entered into any transactions in the Shares during the past 60 days.
|
G. |
Ameri & Partners
|
(a) |
As of the close of business on May 8, 2017, Ameri & Partners did not beneficially own any Shares.
|
(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) |
Ameri & Partners has not entered into any transactions in the Shares during the past 60 days.
|
H. |
Mr. Pearse
|
(a) |
As of the close of business on May 8, 2017, Mr. Pearse beneficially owned 20,000 Shares.
|
(b) |
1. Sole power to vote or direct vote: 20,000
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 20,000 4. Shared power to dispose or direct the disposition: 0 |
(c) |
Mr. Pearse has not entered into any transactions in the Shares during the past 60 days.
|
I. |
Mr. Rai
|
(a) |
As of the close of business on May 8, 2017, Mr. Rai beneficially owned 900 Shares.
|
(b) |
1. Sole power to vote or direct vote: 900
2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 900 4. Shared power to dispose or direct the disposition: 0 |
(c) |
Mr. Rai has not entered into any transactions in the Shares during the past 60 days.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7. |
Material to be Filed as Exhibits.
|
99.1 |
Termination of March 9, 2017 Joint Filing and Solicitation Agreement, dated May 8, 2017
|
Lone Star Value Co-Invest I, LP
|
|||||
By:
|
Lone Star Value Investors GP, LLC
General Partner |
||||
By:
|
/s/ Jeffrey E. Eberwein | ||||
Name:
|
Jeffrey E. Eberwein
|
||||
Title:
|
Manager
|
Lone Star Value Investors, LP
|
|||||
By:
|
Lone Star Value Investors GP, LLC
General Partner |
||||
By:
|
/s/ Jeffrey E. Eberwein | ||||
Name:
|
Jeffrey E. Eberwein
|
||||
Title:
|
Manager
|
Lone Star Value Investors GP, LLC
|
||||
By:
|
/s/ Jeffrey E. Eberwein | |||
Name:
|
Jeffrey E. Eberwein
|
|||
Title:
|
Manager
|
Lone Star Value Management, LLC
|
||||
By:
|
/s/ Jeffrey E. Eberwein | |||
Name:
|
Jeffrey E. Eberwein
|
|||
Title:
|
Sole Member
|
/s/ Jeffrey E. Eberwein | |
JEFFREY E. EBERWEIN
Individually and as attorney-in-fact for Robert G. Pearse and Dhruwa N. Rai
|
AMERI Holdings, Inc.
|
||||
By:
|
/s/ Giri Devanur | |||
Name:
|
Giri Devanur
|
|||
Title:
|
President and Chief Executive Officer
|
Ameri and Partners Inc.
|
||||
By:
|
/s/ Giri Devanur | |||
Name:
|
Giri Devanur
|
|||
Title:
|
President and Chief Executive Officer
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share ($)
|
Date of
Purchase / Sale
|
(293,669)
|
0.0340
|
05/04/2017
|
(125,000)
|
0.0299
|
05/05/2017
|
(300,000)
|
0.0449
|
04/27/2017
|
(1,000,000)
|
0.0325
|
05/04/2017
|
(390,909)
|
0.0304
|
05/05/2017
|
(100,000)
|
0.0449
|
04/27/2017
|
(100,000)
|
0.0325
|
05/04/2017
|
(39,091)
|
0.0304
|
05/05/2017
|
Lone Star Value Co-Invest I, LP
|
|||||
By:
|
Lone Star Value Investors GP, LLC
General Partner |
||||
By:
|
/s/ Jeffrey E. Eberwein | ||||
Name:
|
Jeffrey E. Eberwein
|
||||
Title:
|
Manager
|
Lone Star Value Investors, LP
|
|||||
By:
|
Lone Star Value Investors GP, LLC
General Partner |
||||
By:
|
/s/ Jeffrey E. Eberwein | ||||
Name:
|
Jeffrey E. Eberwein
|
||||
Title:
|
Manager
|
||||
Lone Star Value Investors GP, LLC
|
|||||
By:
|
/s/ Jeffrey E. Eberwein | ||||
Name:
|
Jeffrey E. Eberwein
|
||||
Title:
|
Manager
|
Lone Star Value Management, LLC
|
||||
By:
|
/s/ Jeffrey E. Eberwein | |||
Name:
|
Jeffrey E. Eberwein
|
|||
Title:
|
Sole Member
|
Ameri and Partners Inc.
|
||||
By:
|
/s/ Giri Devanur | |||
Name:
|
Giri Devanur
|
|||
Title:
|
President and Chief Executive Officer
|
AMERI Holdings, Inc.
|
||||
By:
|
/s/ Giri Devanur | |||
Name:
|
Giri Devanur
|
|||
Title:
|
President and Chief Executive Officer
|
/s/ DHRUWA N. RAI | |
DHRUWA N. RAI
|
/s/ROBERT G. PEARSE | |
ROBERT G. PEARSE
|