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Information Services Group Inc. — Major Shareholding Notification 2009
Feb 4, 2009
33415_mrq_2009-02-04_466321d6-c5c4-44e3-9ac8-a3d019447b4f.zip
Major Shareholding Notification
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SC 13G/A 1 sch13ga.htm SCHEDULE 13G/A HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN" Schedule 13G/A
| UNITED STATES |
|---|
| SECURITIES AND EXCHANGE |
| COMMISSION |
| Washington, D.C. 20549 |
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Information Services Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45675Y104
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[ ]
Rule 13d-1(c)
[X]
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).
| CUSIP No. 45675Y104 — 1. | Names of Reporting Persons Oenoke Partners, LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | [ ] | | | (b) | [ ] | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization DE | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 (See Item 4) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 0 (See Item 4) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 (See Item 4) | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | | 11. | Percent of Class Represented by Amount in Row (9) 0% (See Item 4) | | | 12. | Type of Reporting Person (See Instructions) OO | |
Page 2 of 10 pages
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| CUSIP No. 45675Y104 — 1. | Names of Reporting Persons Michael P. Connors | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | [ ] | | | (b) | [ ] | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 3,477,735 (See Item 4) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 3,477,735 (See Item 4) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,477,735 (See Item 4) | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | | 11. | Percent of Class Represented by Amount in Row (9) 10.6% (See Item 4) | | | 12. | Type of Reporting Person (See Instructions) IN | |
Page 3 of 10 pages
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| CUSIP No. 45675Y104 — 1. | Names of Reporting Persons Frank D. Martell | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | [ ] | | | (b) | [ ] | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 3,477,734 (See Item 4) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 3,477,734 (See Item 4) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,477,734 (See Item 4) | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | | 11. | Percent of Class Represented by Amount in Row (9) 10.6% (See Item 4) | | | 12. | Type of Reporting Person (See Instructions) IN | |
Page 4 of 10 pages
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| CUSIP No. 45675Y104 — 1. | Names of Reporting Persons Earl H. Doppelt | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | [ ] | | | (b) | [ ] | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 3,477,734 (See Item 4) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 3,477,734 (See Item 4) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,477,734 (See Item 4) | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | | 11. | Percent of Class Represented by Amount in Row (9) 10.6% (See Item 4) | | | 12. | Type of Reporting Person (See Instructions) IN | |
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| CUSIP No. 45675Y104 — 1. | Names of Reporting Persons Richard G. Gould | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | [ ] | | | (b) | [ ] | | 3. | SEC Use Only | | | 4. | Citizenship or Place of Organization United States | | | Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 3,477,734 (See Item 4) | | | 6. | Shared Voting Power 0 | | | 7. | Sole Dispositive Power 3,477,734 (See Item 4) | | | 8. | Shared Dispositive Power 0 | | 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,477,734 (See Item 4) | | | 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | | | 11. | Percent of Class Represented by Amount in Row (9) 10.6% (See Item 4) | | | 12. | Type of Reporting Person (See Instructions) IN | |
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Item 1.
(a)
Name of Issuer:
Information Services Group, Inc.
(b)
Address of Issuers Principal Executive Offices
Four Stamford Plaza 107 Elm Street Stamford, CT 06902
Item 2.
(a)
Name of Person Filing
(1) Oenoke Partners, LLC (2) Michael P. Connors (3) Frank D. Martell (4) Earl H. Doppelt (5) Richard G. Gould
(b)
Address of Principal Business Office or, if none, Residence
Four Stamford Plaza 107 Elm Street Stamford, CT 06902
(c)
Citizenship
| (1) Oenoke Partners, LLC | Delaware |
|---|---|
| (2) Michael P. Connors | United States |
| (3) Frank D. Martell | United States |
| (4) Earl H. Doppelt | United States |
| (5) Richard G. Gould | United States |
(d)
Title of Class of Securities
Common Stock
(e)
CUSIP Number
45675Y104
ITEM 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable
ITEM 4. Ownership
Each of Michael P. Connors, Frank Martell, Earl H. Doppelt and Richard G. Gould were members of Oenoke Partners, LLC (Oenoke) and owned twenty-five percent of the outstanding membership interests. Oenoke held 7,410,937 shares of common stock and 6,500,000 shares of
Page 7 of 10 pages
8
common stock underlying warrants. Pursuant to a Plan of Liquidation and Dissolution, adopted on December 17, 2008, Oenoke dissolved and distributed its shares of common stock and warrants pro rata to its four members who now hold the common stock and warrants directly. In the future, Messrs. Connors, Martell, Doppelt and Gould will separately make individual filings on Schedule 13G.
(a)
Amount Beneficially Owned:
| (1) Oenoke Partners, LLC | 0 |
|---|---|
| (2) Michael P. Connors | 3,477,735 |
| (3) Frank D. Martell | 3,477,734 |
| (4) Earl H. Doppelt | 3,477,734 |
| (5) Richard G. Gould | 3,477,734 |
Mr. Connors holds 1,852,735 shares of common stock and 1,625,000 shares of common stock underlying warrants. Messrs. Martell, Doppelt and Gould each hold 1,852,734 shares of common stock and 1,625,000 shares of common stock underlying warrants. These warrants are currently exercisable and therefore, the underlying common stock is deemed to be beneficially owned.
(b)
Percent of Class:
| (1) Oenoke Partners, LLC | 0% |
|---|---|
| (2) Michael P. Connors | 10.6% |
| (3) Frank D. Martell | 10.6% |
| (4) Earl H. Doppelt | 10.6% |
| (5) Richard G. Gould | 10.6% |
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote:
| (1) Oenoke Partners, LLC | 0 |
|---|---|
| (2) Michael P. Connors | 3,477,735 |
| (3) Frank D. Martell | 3,477,734 |
| (4) Earl H. Doppelt | 3,477,734 |
| (5) Richard G. Gould | 3,477,734 |
(ii)
Shared power to vote or to direct the vote:
| (1) Oenoke Partners, LLC | 0 |
|---|---|
| (2) Michael P. Connors | 0 |
| (3) Frank D. Martell | 0 |
| (4) Earl H. Doppelt | 0 |
| (5) Richard G. Gould | 0 |
(iii)
Sole power to dispose or to direct the disposition of:
| (1) Oenoke Partners, LLC | 0 |
|---|---|
| (2) Michael P. Connors | 3,477,735 |
| (3) Frank D. Martell | 3,477,734 |
| (4) Earl H. Doppelt | 3,477,734 |
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(5) Richard G. Gould 3,477,734
(iv)
Shared power to dispose or to direct the disposition of:
| (1) Oenoke Partners, LLC | 0 |
|---|---|
| (2) Michael P. Connors | 0 |
| (3) Frank D. Martell | 0 |
| (4) Earl H. Doppelt | 0 |
| (5) Richard G. Gould | 0 |
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].
Oenoke Partners, LLC has dissolved and is no longer a beneficial owner of more than 5 percent of the class of securities.
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not Applicable
ITEM 8. Identification and Classification of Members of the Group
Not Applicable
ITEM 9. Notice of Dissolution of a Group
Not Applicable
ITEM 10. Certification
Not Applicable
Exhibits
Exhibit 1
Joint Filing Agreement by and among the reporting persons.*
- Previously filed.
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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.
| February 4, 2009 |
|---|
| Date |
| Oenoke Partners, LLC — By: | /s/ Michael P. Connors | |
|---|---|---|
| Name: | Michael P. Connors | |
| Title: | Managing Member | |
| /s/ Michael P. | ||
| Connors | ||
| Signature | ||
| Michael P. Connors | ||
| Name | ||
| /s/ Frank D. | ||
| Martell | ||
| Signature | ||
| Frank D. Martell | ||
| Name | ||
| /s/ Earl H. | ||
| Doppelt | ||
| Signature | ||
| Earl H. Doppelt | ||
| Name | ||
| /s/ Richard G. | ||
| Gould | ||
| Signature | ||
| Richard G. Gould | ||
| Name |
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EDGAR Validation Code: 87F0320B