INNODATA INC — Major Shareholding Notification 2015

Feb 3, 2015

SC 13G/A 1 v400250_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Innodata Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

457642 20 5

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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*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. 457642 20 5 13G Page 2 of 5 Pages

1.	NAME OF REPORTING PERSON S Jack Abuhoff
2.	CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (a) ¨ N/A (b) ¨ N/A Not
Applicable
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE
OF ORGANIZATION USA

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE VOTING POWER 1,080,195 (1) |
| --- | --- |
| 6. | SHARED VOTING POWER None |
| 7. | SOLE DISPOSITIVE POWER 1,080,195 (1) |
| 8. | SHARED DISPOSITIVE POWER None |

| 9. | AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON 1,080,195 (1) |
| --- | --- |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable |
| 11. | PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9) 5.2% |
| 12. | TYPE OF REPORTING PERSON* IN |

(1) Includes 255,000 shares that may be issued on exercise of stock options.

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CUSIP No. 457642 20 5 13G Page 3 of 5 Pages

Item 1.

(a) Name of Issuer

Innodata Inc.

(b) Address of Issuer's Principal Executive Offices:

3 University Plaza

Hackensack, NJ 07601

Item 2(a). Name of Person Filing

Jack Abuhoff

Item 2(b). Address of Principal Business Office

3 University Plaza Hackensack, NJ 07601

Item 2(c). Citizenship

USA

Item 2(d) Title of Class of Securities

Common Stock

Item 2(e) CUSIP Number

457642 20 5

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:

| ( a) | ¨ | Broker or dealer registered under Section 15 of the
Act (15 U.S.C.78c). |
| --- | --- | --- |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940(15 U.S.C 80a-8); |
| (e) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |

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CUSIP No. 457642 20 5 13G Page 4 of 5 Pages

| (g) | ¨ | A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
| --- | --- | --- |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813); |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ¨ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
| | Not Applicable. | |

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

1,080,195 (1)

(b) Percent of Class:

5.2%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

1,080,195 (1)

(ii) Shared power to vote or to direct the vote

None

(iii) Sole power to dispose or to direct the disposition of

1,080,195 (1)

(iv) Shared power to dispose or to direct the disposition of

None

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CUSIP No. 457642 20 5 13G Page 5 of 5 Pages

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

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 Group

Not applicable.

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, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURES

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 3, 2015
Date

/s/ Jack Abuhoff
Signature

Jack Abuhoff / Chairman
Name/Title

(1) Includes 255,000 shares that may be issued on exercise of stock options.

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