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Information Services Group Inc. — Major Shareholding Notification 2007
Feb 9, 2007
33415_mrq_2007-02-09_6634fe0f-675d-4937-9455-a1e91f4f4130.zip
Major Shareholding Notification
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SC 13G 1 d43378msc13g.htm SCHEDULE 13G sc13g 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. )*
Information Services Group, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
45675Y104
(CUSIP Number)
January 31, 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 persons 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).
PAGEBREAK
CUSIP No. 45675Y104
| 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 | 2,642,500 | |
| SHARES | 6 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 7 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 2,642,500 | |
| WITH: | 8 | SHARED DISPOSITIVE POWER: |
| 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 2,642,500 | ||
| 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): | |
| 6.5%** | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
2
PAGEBREAK
CUSIP No. 45675Y104
| 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 | 2,642,500 | |
| SHARES | 6 | SHARED VOTING POWER: |
| BENEFICIALLY | ||
| OWNED BY | 0 | |
| EACH | 7 | SOLE DISPOSITIVE POWER: |
| REPORTING | ||
| PERSON | 2,642,500 | |
| WITH: | 8 | SHARED DISPOSITIVE POWER: |
| 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | |
| 2,642,500 | ||
| 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): | |
| 6.5%** | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | |
| OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT
**SEE ITEM 4(b).
3
PAGEBREAK
SCHEDULE 13G
This Schedule 13G (the Schedule 13G), relating to shares of common stock, par value $0.001 per share (the Common Stock), 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 GP, LLC, a Delaware limited liability company (TCS GP) and Eric Semler the principal of TCS GP.
This Schedule 13G relates to 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 Capital Investments, L.P. a Cayman Islands exempted limited partnership (TCS Offshore). TCS Capital holds 148,100 shares of the Common Stock, TCS Capital II holds 853,200 shares of the Common Stock, and TCS Offshore holds 1,641,200 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.
| Item 1(a) | Name of Issuer. |
|---|---|
| Information Services Group, Inc. | |
| Item 1(b) | Address of Issuers Principal Executive Offices. |
| Four Stamford Plaza, 107 Elm St. | |
| Stamford, CT, 06902 | |
| Item 2(a) | Name of Person Filing. |
| 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 GP, LLC is a limited liability company organized under the laws of the 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. |
| Common stock, par value $0.001 per share (the Common Stock). | |
| Item 2(e) | CUSIP Number. |
Folio 4 /Folio
PAGEBREAK
| Item 3 | 45675Y104 — Reporting Person. | |
|---|---|---|
| Inapplicable. | ||
| Item 4 | Ownership . | |
| (a) | 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 2,642,500 shares of Common Stock, and Eric Semler (as the principal of | ||
| TCS Capital GP, LLC) is the beneficial owner of 2,642,500 shares of Common | ||
| Stock. | ||
| (b) | TCS Capital GP, LLC is the beneficial owner of 6.5% of the | |
| outstanding shares of Common Stock and Eric Semler is the beneficial owner of | ||
| 6.5% of the outstanding shares of Common Stock. These percentages are | ||
| determined by dividing 2,642,500 by 40,429,687, the number of shares of Common | ||
| Stock issued and outstanding as of February 6, 2007, as reported by the Issuer | ||
| in a Form 8-K filed with the Commission on February 8, 2007. | ||
| (c) | 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 2,642,500 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 2,642,500 shares of Common Stock beneficially owned | ||
| by him. | ||
| Item 5 | Ownership of Five Percent or Less of a Class. | |
| Inapplicable. | ||
| 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. |
Folio 5 /Folio
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| 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 between TCS Capital GP, LLC and Eric Semler. |
Folio 6 /Folio
PAGEBREAK
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: February 9, 2007
| TCS Capital GP, LLC | |
|---|---|
| By: | /s/ Eric Semler |
| Name: | Eric Semler |
| Title: | Managing Member |
| /s/ Eric Semler | |
| Eric Semler |
Folio 7 /Folio