SEC Form SC 13D/A filed by Innodata Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

§240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§140.13d-2(a)

(Amendment No. 3)*

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) Includes 1,380,000 shares that may be issued on exercise of stock options. 980,000 of the stock options are vested and exercisable, and 400,000 of the stock options vest and become exercisable within 60 days of the date of filing of this Amendment No. 3.

(2) Based on 26,316,813 shares outstanding as of May 4, 2021.

This Amendment No. 3 to Schedule 13D (“Amendment No. 3”) supplements and amends (i) the Statement on Schedule 13D filed with the Securities and Exchange Commission on February 12, 2016 by Jack S. Abuhoff, (ii) Amendment No. 1 to Schedule 13D filed on February 21, 2017; and (iii) Amendment No. 2 to Schedule 13D filed on December 17, 2019. The Reporting Person is filing this Amendment No. 3 to disclose the increase in his beneficial ownership of shares of common stock, par value $0.01 per share (the “Common Stock”), of Innodata Inc., a Delaware corporation (the “Issuer”).

Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Statement on Schedule 13D filed on February 12, 2016, as amended.

Responses to each item of this Amendment No. 3 to Schedule 13D are incorporated by reference into the response to each other item, as applicable.

Item 1. Security and Issuer

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Considerations

Item 3 is hereby amended and supplemented as follows:

The 2,568,358 shares beneficially owned by the Reporting Person as of June 2, 2021 included 1,380,000 shares issuable upon the exercise of stock options, 980,000 of which were vested and exercisable and 400,000 of which will vest and become exercisable within 60 days of the date of filing of this Amendment No. 3. The shares beneficially owned by the Reporting Person as of June 2, 2021 also included 144,852 shares purchased by the Reporting Person in the open market with personal funds and 1,043,506 shares acquired by the Reporting Person as a result of a stock option exercises using personal funds or by stock settlement. The Reporting Person received all of the foregoing stock options in connection with his employment by the Issuer. The Reporting Person intends to either use personal funds to purchase any shares acquired upon exercise of the stock options or to stock settle the stock options whereby the Issuer would withhold shares of Common Stock resulting from the exercise with a value equal to the exercise price of the stock option and the minimum tax withholding requirements of the Issuer.

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and supplemented as follows:

(a)  As of June 2, 2021, the Reporting Person beneficially owned 2,568,358 shares, or 9.3% of the Issuer’s Common Stock. These shares included 1,188,358 shares of Common Stock and 1,380,000 shares issuable upon exercise of stock options, 980,000 of which were vested and exercisable and 400,000 of which may be issued upon the exercise of stock options that will vest and become exercisable within 60 days of the date of filing of this Amendment No. 3.

(b)  As of June 2, 2021, the Reporting Person has sole voting and dispositive power over 2,568,358 shares of the Issuer’s Common Stock. These shares include 1,188,358 shares of Common Stock and 1,380,000 shares issuable upon exercise of stock options, 980,000 of which were vested and exercisable and 400,000 of which may be issued upon the exercise of stock options that will vest and become exercisable within 60 days of the date of filing of this Amendment No. 3.

As of June 2, 2021, the Reporting Person did not share voting or dispositive power over any shares of the Issuer’s Common Stock.

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7. Material to Be Filed as Exhibits

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.