Information Services Group Inc. — Major Shareholding Notification 2007

May 15, 2007

SC 13G/A 1 d46792sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

Information Services Group, Inc.

(Name of Issuer)

Units, each consisting of one share of Common Stock, par value $0.001 per share and one redeemable common stock purchase warrant

(Title of Class of Securities)

45675Y203

(CUSIP Number)

May 15, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

• 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 the disclosures provided in a prior cover page.

The information required in 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).

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CUSIP No. 45675Y203

1	NAMES OF REPORTING PERSONS: Eric Semler
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
	5	SOLE VOTING POWER:
NUMBER OF		3,979,300
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		3,979,300
WITH:	8	SHARED DISPOSITIVE POWER:
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	3,979,300
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	9.8%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN

**SEE ITEM 4(b).

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CUSIP No. 45675Y203

1	NAMES OF REPORTING PERSONS: TCS Capital GP, LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
	5	SOLE VOTING POWER:
NUMBER OF		3,979,300
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		3,979,300
WITH:	8	SHARED DISPOSITIVE POWER:
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	3,979,300
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	9.8%**
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

**SEE ITEM 4(b).

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CUSIP No. 45675Y203

1	NAMES OF REPORTING PERSONS: TCS Capital Investments, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Cayman Islands
	5	SOLE VOTING POWER:
NUMBER OF		2,466,500
SHARES	6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON		2,466,500
WITH:	8	SHARED DISPOSITIVE POWER:
		0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	2,466,500
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	6.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

**SEE ITEM 4(b).

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SCHEDULE 13G

This Amendment No. 2 to Schedule 13G (the “Schedule 13G”), relating to units, each consisting of one share of common stock, par value $0.001 per share (the “Common Stock”) and one redeemable common stock purchase warrant, of Information Services Group, Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “Commission”). This Schedule 13G is being filed on behalf of TCS Capital Investments, L.P., a Cayman Islands exempted limited company (“TCS Offshore), TCS Capital GP, LLC, a Delaware limited liability company (“TCS GP”) and Eric Semler (together with TCS Offshore and TCS GP, the “Reporting Persons”).

This Schedule 13G relates to (A) shares of Common Stock of the Issuer purchased by Eric Semler and TCS GP for the accounts of (i) TCS Capital, L.P., a Delaware limited partnership (“TCS Capital”), (ii) TCS Capital II, L.P., a Delaware limited partnership (“TCS Capital II”), and (iii) TCS Offshore, and (B) shares of Common Stock of the Issuer held by TCS Offshore. TCS Capital holds 222,100 shares of the Common Stock, TCS Capital II holds 1,290,700 shares of the Common Stock, and TCS Offshore holds 2,466,500 shares of the Common Stock. TCS GP acts as general partner to each of TCS Capital, TCS Capital II and TCS Offshore, and Mr. Semler, as manager of TCS GP, controls the investment decisions of TCS GP.

This Schedule 13G is being amended and restated to reflect that (i) the title of the class of securities of the Issuer held by the Reporting Persons is Units, each of which consists of one share of Common Stock, par value $0.001 per share and one redeemable common stock purchase warrant, and (ii) the CUSIP number for this class of securities is 45675Y203. This Schedule 13G reports the Common Stock portion of the Units held by the Reporting Persons.

Item 1(a)	Name of Issuer.
	Information Services Group, Inc.
Item 1(b)	Address of Issuer’s Principal Executive Offices.
	Four Stamford Plaza, 107 Elm St. Stamford,
CT, 06902
Item 2(a)	Name of Person Filing.
	TCS Capital Investments, L.P., TCS Capital GP, LLC and Eric Semler
Item 2(b)	Address of Principal Business Office, or, if none, Residence.
	888 Seventh Avenue, Suite 1504, New York, NY 10019
Item 2(c)	Citizenship or Place of Organization.
	TCS Capital Investments, L.P. is a Cayman Islands exempted limited partnership. TCS Capital GP, LLC is a limited
liability company organized under the laws of the

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| | State of Delaware. Eric Semler is the principal of TCS Capital GP, LLC and is a United States citizen. | | --- | --- | | Item 2(d) | Title of Class of Securities. | | | Units, each consisting of one share of common stock, par value $0.001 per share (the “Common Stock”) and one redeemable common stock purchase warrant. | | Item 2(e) | CUSIP Number. | | | 45675Y203 | | Item 3 | Reporting Person. | | | Inapplicable. | | Item 4 | Ownership . |

| (a) | TCS Capital Investments, L.P. is the beneficial owner of 2,466,500 shares of Common Stock, TCS Capital GP, LLC (as the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P.) is the beneficial owner of 3,979,300 shares of Common Stock, and Eric Semler (as the principal of TCS Capital GP, LLC) is the beneficial owner of 3,979,300 shares of Common Stock. | | --- | --- | | (b) | TCS Capital Investments, L.P. is the beneficial owner of 6.1% of the outstanding shares of Common Stock, TCS Capital GP, LLC is the beneficial owner of 9.8% of the outstanding shares of Common Stock and Eric Semler is the beneficial owner of 9.8% of the outstanding shares of Common Stock. These percentages are determined by dividing 2,466,500, 3,979,300 and 3,979,300, respectively, by 40,429,687, the number of shares of Common Stock issued and outstanding as of May 14, 2007, as reported by the Issuer in the most recent Form 10-Q filed with the Commission on May 14, 2007. | | (c) | TCS Capital Investments, L.P. has the sole power to vote and dispose of the 2,466,500 shares of common Stock it holds. As the general partner of TCS Capital Investments, L.P., TCS Capital II, L.P. and TCS Capital L.P., TCS Capital GP, LLC has the sole power to vote and dispose of the 3,979,300 shares of Common Stock beneficially owned by it. As the principal of TCS Capital GP, LLC, Eric Semler has the sole power to vote and dispose of the 3,979,300 shares of Common Stock beneficially owned by him. |

Item 5
Inapplicable.

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Item 6	Ownership of More Than Five Percent on Behalf of Another Person.
	Inapplicable.
Item 7	Identification and Classification of the Subsidiary which Acquired
the Security Being Reported On by the Parent Holding Company.
	Inapplicable.
Item 8	Identification and Classification of Members of the Group.
	Inapplicable.
Item 9	Notice of Dissolution of Group.
	Inapplicable.
Item 10	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Exhibits	Exhibit 1
	Joint Filing Agreement by and among the reporting persons.

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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.

Date: May 15, 2007

TCS Capital Investments, L.P.
By: TCS Capital GP, LLC, general partner
By:	/s/ Eric Semler
Name:	Eric Semler
Title:	Managing Member
TCS Capital GP, LLC
By:	/s/ Eric Semler
Name:	Eric Semler
Title:	Managing Member
/s/ Eric Semler
Eric Semler

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