GEE Group Inc. — Major Shareholding Notification 2021

Apr 27, 2021

SC 13D 1 sc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

GEE GROUP INC

(Name of Issuer)

Common Shares

(Title of Class of Securities)

36165A102

(CUSIP Number)

FiveT Investment Management Ltd c/o DMS Corporate Services, Suite 5B201, 2nd Floor, One Nexus Way Camana Bay, Grand Cayman, Cayman Islands KY1-1108 +1 345 749 2552

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 26, 2021

(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.

• 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).

1

CUSIP No. 36165A102 13D Page 2 of 6 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FiveT Investment Management Ltd
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 00,000
8.	SHARED VOTING POWER 4,957,500
9.	SOLE DISPOSITIVE POWER 00,000
10.	SHARED DISPOSITIVE POWER 4,957,500

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957,500
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.68%
14.	TYPE OF REPORTING PERSON (see instructions) CO

2

CUSIP No. 36165A102 13D Page 3 of 6 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) FiveT Capital AG
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS (see instructions) OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Switzerland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 00,000
8.	SHARED VOTING POWER 4,957,500
9.	SOLE DISPOSITIVE POWER 00,000
10.	SHARED DISPOSITIVE POWER 4,957,500

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957,500
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.68%
14.	TYPE OF REPORTING PERSON (see instructions) IA

3

CUSIP No. 36165A102 13D Page 4 of 6 Pages

Item 1. Security and Issuer.

Cusip:

36165A102

Issuer:

GEE Group Inc 7751 Belfort Pkwy Suite 150 Jacksonville, FL 32256

Item 2. Identity and Background.

Name of person filing:

FiveT Investment Management Ltd FiveT Capital AG

Registered address or principle place of business:

FiveT Investment Management Ltd c/o DMS Corporate Services, Suite 5B201, 2nd Floor, One Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-1108

FiveT Capital AG Allmendstrasse 140, 8041 Zurich, ZH, Switzerland

Item 5. Interest in Securities of the Issuer.

On 15 April 2021, the Reporting Persons acquired an aggregate of 10,000,000 shares of Common Stock, consisting of 10,000,000 shares held by the FiveT Investment Management Ltd (the “Shares”). The Shares represent 9.44% of the Common Stock outstanding. Subsequently, the Reporting Persons sold an aggregate of 5,042,500 Shares. As of the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 4,957,500 shares of Common Stock. The Shares represent 4.68% of the Common Stock outstanding.

Item 7. Material to Be Filed as Exhibits.

Schedule I

4

CUSIP No. 36165A102 13D Page 5 of 6 Pages

Schedule I

This Schedule sets forth information with respect to each purchase and sale of Shares which was effectuated by a Reporting Person in the last 60 days since the date of the event which requires filing of this Statement.

Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

Trade Date	Shares Purchased (Sold)	Price Per Share ($)
04/15/2021	10,000,000	0.60
04/15/2021	(134,933)	0.62
04/20/2021	(257,663)	0.61
04/21/2021	(1,943,260)	0.62
04/22/2021	(297,701)	0.62
04/23/2021	(351,918)	0.62
04/26/2021	(2,049,418)	0.63
04/26/2021	(7,607)	0.64

5

CUSIP No. 36165A102 13D Page 6 of 6 Pages

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.

FIVET INVESTMENT MANAGEMENT LTD
/s/ Wieland Kreuder
Authorized Person
April 26, 2021

6

EDGAR Validation Code: FA335A5B