SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1 )


Hudson Global, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

443787106

(CUSIP Number)

J. Carlo Cannell

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

(307) 733-2284

(Name, Address and Telephone Number of Person

to Receive Notices and Communications)

February 25, 2019

(Date of Event Which Requires Filing of This Statement)


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.

(Continued on following pages)

(Page 1 of 8 Pages)

______________________

* 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.

 
CUSIP No. 443787106 Page 2 of 8 Pages
1

NAME OF REPORTING PERSON

Cannell Capital LLC

I.R.S. Identification Nos. of above persons (entities only)

94-3366999

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

(see instructions)

WC/OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER*

2,340,742

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER*

2,340,742

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,340,742

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.3%*

14

TYPE OF REPORTING PERSON

IA

* Based on information set forth on the Form 10-Q of Hudson Global, Inc., (the “Company”, “Registrant”, or “HIIQ”) as filed with the Securities and Exchange Commission on November 1, 2018, there were 32,047,353 shares of Common Stock par value $0.001 per share (the “Shares”), of the Company issued and outstanding as of September 30, 2018.

   As of February 25, 2019 (the “Reporting Date”), the Cuttyhunk Master Portfolio (“Cuttyhunk”)and Tonga Partners, L.P. (“Tonga”)and collectively with Cuttyhunk the “Investment Vehicles”), held in the aggregate 2,340,742 Shares.

 
CUSIP No. 443787106 Page 3 of 8 Pages
1

NAMES OF REPORTING PERSONS

I.R.S. Identification Nos. of above persons (entities only)

J. Carlo Cannell

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐

(b)  ☐

3

SEC USE ONLY

4

SOURCE OF FUNDS

(see instructions)

WC/OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐

6

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF SHARES

BENEFICIALLY OWNED BY

EACH REPORTING

PERSON WITH

7

SOLE VOTING POWER*

2,340,742

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER*

2,340,742

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,340,742

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐

(see instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.3%*

14

TYPE OF REPORTING PERSON

IN

* Based on information set forth on the Form 10-Q of Company as filed with the Securities and Exchange Commission on November 1, 2018, there were 32,047,353 shares of Common Stock par value $0.001 per Share of Company issued and outstanding as of September 30, 2018.

   As of Reporting Date the Investment Vehicles held in the aggregate 2,340,742 Shares.

 
CUSIP No. 443787106 Page 4 of 8 Pages

   Cannell Capital LLC acts as the investment adviser to Tonga and the investor sub-adviser for Cuttyhunk. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

Item 1.   Security and Issuer
The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.001 per share of Hudson Global, Inc., a Delaware corporation.
The address of the principal executive offices of the Company is 1325 Avenue of the Americas, New York, NY 10019.
Item 2.   Identity and Background
a)

The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”).

The Reporting Person is the sole managing member of Cannell Capital LLC, an investment sub-adviser for the Cuttyhunk Master Portfolio and investment adviser to Tonga Partners, L.P.

Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.

b)

The principal business address of the Reporting Person is:

245 Meriwether Circle

Alta, WY 83414

c)

The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.

d)

Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

e)

Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

f)

The place of organization of the Reporting Person is as follows:

The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference.

Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.

Item 3.   Source and Amount of Funds or Other Consideration

The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows:

The Cuttyhunk Master Portfolio: $1,159,694

Tonga Partners, L.P.: $4,285,871

The Investment Vehicles have invested an aggregate amount of approximately $5,445,565 in the Shares.

 
CUSIP No. 443787106 Page 5 of 8 Pages
Item 4.   Purpose of Transaction


Cannell Capital LLC, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each of the Investment Vehicle’s investment criteria. The Investment Vehicles acquired and continue to hold the Shares as a long-term investment.

CC reserves the right to discuss various views and opinions with respect to the Company and its business plans with the Company or the members of its senior management. The discussion of such views and opinions may extend from ordinary day-to-day business operations to matters such as nominees for representation on the Company’s board of directors, senior management decisions and extraordinary business transactions. Mr. Cannell reserves the right to take such action as he may deem necessary from time to time to seek to maximize the value of the Shares. Such actions may include, but may not necessarily be limited to, pursuit of strategic initiatives to enhance shareholder value.

CC files this Amendment to disclose a notice letter delivered to the Company on February 25, 2019. This letter nominates five candidates for election at the Company’s 2019 annual meeting. CC may engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions.

Except as set forth above, CC has no present plans or proposals that relate to or would result in any of the transactions described in Item 4 of Schedule 13D.

Item 5.   Interest in Securities of the Issuer

Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on November 1, 2018, there were 32,047,353 Common Shares issued and outstanding as of September 30, 2018.

(a)  As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 2,340,742 Shares, or approximately 7.3% of the Shares deemed issued and outstanding as of the Reporting Date.

(b)  Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

(c)  The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles).

Entity Date Quantity Price

Per Share

Form Of

Transaction

 
None
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None
Item 7.   Material to Be Filed as Exhibits
Exhibit 99
 
CUSIP No. 443787106 Page 6 of 8 Pages

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.

Dated:  February 25, 2019

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

 
CUSIP No. 443787106 Page 7 of 8 Pages

Annex "A"

MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES

The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:

J. Carlo Cannell

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

J. Carlo Cannell

Managing Member

Investment Management

Wyoming, United States

(1)

Cannell Capital LLC

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

J. Carlo Cannell

Managing Member

Investment Management

Wyoming, United States

(1)

Tonga Partners, L.P.

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Adviser and General Partner

Investment Management

Wyoming, United States

(1)

The Cuttyhunk Master Portfolio

Name:

Title or Relationship with Reporting Person:

Principal Occupation or Employment:

Citizenship or Jurisdiction of Organization:

Principal Place of Business:

Cannell Capital LLC

Investment Subadviser

Investment Management

Wyoming, United States

(1)

 
CUSIP No. 443787106 Page 8 of 8 Pages

Annex "B"

Agreement Regarding the Joint Filing of Schedule 13D

1) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them;
2) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated:  February 25, 2019

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

☏ Tel (307) 733-2284 📠 Fax (307) 264-0600

info@cannellcap.com

February 25, 2019

By Facsimile, Email and Overnight Courier

Jeffrey Eberwein
Chief Executive Officer
Hudson Global, Inc.
53 Forest Avenue
Old Greenwich, CT 06870

Re: Notice of Intention to Present Business and Nomination

Ladies and Gentlemen:

Tonga Partners, L.P., a Delaware limited partnership (the “Nominating Stockholder”), is a stockholder of Hudson Global, Inc., a Delaware corporation (the “Company”). As of the date hereof, the Nominating Stockholder is the record holder of 1,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock’). In accordance with Section 4 of Article II of the Company's Amended and Restated By-Laws dated June 15, 2015 (the “By-Laws”), the undersigned hereby notifies the Secretary of the Company of its intent to nominate five (5) persons for directorship (the “Nomination”) at the first annual meeting of stockholders of the Company after the date hereof (the “Annual Meeting”). Capitalized terms that are not otherwise defined herein shall have the meanings set forth in the By-Laws.

The Nominating Stockholder has presented five (5) nominees as opposed to a full slate of six (6) because it seeks only nominal representation on the Board of Directors of the Company (the “Board”).

All information set forth herein is as of the date hereof unless otherwise indicated.

A. INFORMATION RELATING TO THE STOCKHOLDER NOMINEE

As stated above, the Nominating Stockholder is hereby providing notice of its intent to nominate John Barton, Gerard Eastman, John Flood, Jeremy Nowak and Theodore Smith III (“Barton”), “Eastman”), “Flood”), “Nowak”), “Smith”) and collectively the “Stockholder Nominees”) at the Annual Meeting to stand for election to the Board.

It is the Nominating Stockholder's intention that the Stockholder Nominees stand for election to replace five directors up for election by holders of Common Stock at the Annual Meeting. If the Board fixes the number of nominees to be elected by holders of Common Stock at the Annual Meeting at less than five, the Nominating Stockholder shall adjust the number of its nominees accordingly. The Nominating Stockholder reserves the right to withdraw some or all of its Stockholder Nominees prior to the Annual Meeting. The Nominating Stockholder hereby sets forth the priority of the candidates in the order set forth below.

 
Priority Stockholder Nominee
1. Mr. Smith III
2. Mr. Barton
3. Mr. Nowak
4. Mr. Flood
5. Mr. Eastman

Enclosed is a completed questionnaire with respect to the background and qualification of the Stockholder Nominees in the form provided by the Secretary of the Company to the Nominating Stockholder (each, a “Questionnaire”).

Set forth herein is additional information regarding the Nominating Stockholder, its associated persons (the “Stockholder Associated Persons”), the Stockholder Nominees and others in connection with the Nomination, including the information requested in Section 4 of Article II of the By-Laws.

1. WRITTEN CONSENT OF STOCKHOLDER NOMINEE TO NOMINATION
See Exhibits 1 attached hereto.
2. NAME, AGE, BUSINESS ADDRESS AND RESIDENCE ADDRESS OF STOCKHOLDER NOMINEE
Stockholder Nominee Age Business Address
Theodore Smith III 55 70 E 55th Street, Floor 10
New York, NY 10022
John Barton 55 119 Rowayton Ave
Rowayton, CT 06853
Jeremy Nowak 43 265 E 66th Street Apt 2C
New York, NY 10021
John Flood 61 222 S 9th Street, Suite 350
Minneapolis, MN 55402
Gerard Eastman 61 PO Box 844
Locust Valley, NY 11560
3. BUSINESS EXPERIENCE AND OTHER QUALIFICATIONS OF THE STOCKHOLDER NOMINEE
See Appendix A of each Questionnaire.
4. CLASS AND NUMBER OF SHARES OF COMMON STOCK HELD OF RECORD AND BENEFICIALLY OWNED BY THE STOCKHOLDER NOMINEE
The Stockholder Nominees do not currently own or have the right to acquire any shares of the common stock of the Company.
The Stockholder Nominees do not hold any significant equity interests or any synthetic equity interests or short interest in any principal competitor of the Company.
5. OTHER INFORMATION REQUIRED BY THE PROXY RULES REGARDING THE STOCKHOLDER NOMINEE AND STOCKHOLDER ASSOCIATED PERSONS
Other information that would be required to be included in a Proxy Statement on Schedule 14A under the Exchange Act in connection with the solicitation of proxies for the election of the Stockholder Nominees is set forth below. Item numbers correspond to the Items in Schedule 14A.
There are no direct or indirect arrangements or understandings between the Nominating Stockholder, the Stockholder Associated Persons and/or the Stockholder Nominees.
Item 4 - Persons Making the Solicitation
(b) Solicitation subject to Rule 14a-12(c).
(1) The solicitation is made by the Nominating Stockholder.
(2) There are no participants in the solicitation that have been employed to solicit the security holders.
(3) There are no persons who have been engaged to solicit the security holders. The Nominating Stockholder reserves the right to engage financial advisors or proxy solicitors, who may be considered participants in a solicitation under Regulation 14A of the Exchange Act.
(4) There are no expenditures to date and no estimate on the total amount to be spent in connection with the solicitation of the security holders. See item (3) directly above.
(5) The eventual cost of the solicitation, if any, will be borne by the Nominating Stockholder.
(6) This solicitation has not been terminated pursuant to any settlement between the Company and the Nominating Stockholder or a Stockholder Associated Person.
Item 5 - Interests of Certain Persons in Matters to be Acted Upon
(b) Solicitations subject to Rule 14a-12(c).
There is no substantial interest, direct or indirect, by security holdings or otherwise, of each participant.
See Sections A.2., A.3. A.4. above and Exhibit 2 hereto.
During the past ten years, the Stockholder Nominees have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
The Stockholder Nominees do not currently own any shares of the common stock of the Company.
To the best of the knowledge of the Stockholder Nominees and their associates, none of such persons has been, within the past year, a party to any contract, arrangement or understanding with any person with respect to any shares of Common Stock of the Company, including but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profits, division of losses or profits, or the giving or withholding of proxies.
None of the Stockholder Nominees’ associates own any shares of Common Stock nor have they purchased or sold such securities within the past two years.
The Stockholder Nominees do not own beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company.
Neither the Stockholder Nominees nor their associates have any arrangement or understanding with any person with respect to (i) any future employment with the Company or its affiliates or (ii) any future transactions to which the Company or any of its affiliates may be a party.
No family relationships exist between the Stockholder Nominee and any Company director or executive officer and the Stockholder Nominee.
Item 6 - Voting Securities and Principal Holders Thereof
(a) The class of securities owned by the Nominating Stockholder is disclosed in Section B.2. The number of shares of Common Stock outstanding is 32,047,353, as reported in the Company’s most recent Annual Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2018.
(b) The record date is as of the date of this notice.
(d) The information required by Item 403 of Regulation S-K is set forth below.
Item 403
(a) Security ownership of certain beneficial owners:
Neither the Stockholder Nominees nor the Nominating Stockholder is the beneficial owner of more than five percent of any class of the Company’s voting securities.
(b) Security ownership of management.
Disclosed in A.4.
(c) Changes in control.
The Nominating Stockholder is not aware of any arrangements including any pledge by any person of securities of the Company or any of its affiliates, the operation of which may at a subsequent date result in a change in control of the Company.
Item 7 - Directors and Executive Officers
(a) (a) The information required by Instruction 4 to Item 103 of Regulation S-K with respect to the Stockholder Nominees are set forth below:
The Stockholder Nominees are not involved in any material proceeding with respect to the Company, nor do the Stockholder Nominees have a material interest adverse to the Company or any of its subsidiaries.
(b) The Information required by Items 401, 404(a) and (b), 405 and 407(d)(4), (d)(5) and
(h) of Regulation S-K, with respect to the Stockholder Nominees, is set forth below:
Item 401:
(a) Identification of Directors. The name and age of the Stockholder Nominees are set forth above under Section A.2 above. There is no arrangement or understanding between the Stockholder Nominees and any other person pursuant to which they were or are to be selected as a Stockholder Nominee or director. The Stockholder Nominees do not currently hold any position or office with the Company and have never served previously as a director of the Company.
(d) Family Relationships. No family relationship exists between the Stockholder Nominees, on the one hand, and the Company, a director or executive officer of the Company, on the other hand.
(e) Business Experience. The principal occupation and business experience of the Stockholder Nominees are set forth above under Section A.3.
To the best knowledge of the Nominating Stockholder, the Stockholder Nominees and their associates, none of the corporations or organizations set forth above under Section A.3 is otherwise a parent, subsidiary or other affiliate of the Company.
Other than as set forth herein, the Stockholder Nominees are not directors of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) thereof, or any registered investment company under the Investment Company Act of 1940, as amended
(f) Involvement in Certain Legal Proceedings.
The Stockholder Nominees have not been the subject of any order, action or proceeding or otherwise involved in any of the events of the type described in Item 40 l (f), including during the last ten years.
Item 404(a):
Since the beginning of the Company's last fiscal year, neither the Stockholder Nominees nor their associates, including any member of their immediate family, has any material interest in any transaction, or has any material interest in a proposed transaction, to which the Company or any subsidiary of the Company was or is to be a party and in which the amount involved exceeded $120,000.
Item 404(b):
Neither the Stockholder Nominees nor their associates, including any member of their immediate family, has had during the Company's last fiscal year any relationship with the Company or its subsidiaries of the type described in Item 404(b) of Regulation S-K.
Item 404(c):
With respect to Item 404(c) of Regulation S-K, there have not been any filings of the type described in Item 404(c) or any promoters of the type during the last five fiscal years.
Item 405:
Neither the Nominating Stockholder nor the Stockholder Nominees were a beneficial owner of ten percent of any class of equity securities of the Company registered pursuant to Section 12 of the Exchange Act.
No late reports were filed.
(c) The information required by Item 407(a) of Regulation S-K, Section 2.5(iv)(c)(B):
Messrs. Barton, Eastman, Flood, Nowak and Smith III are independent under the independence standards applicable to the Company under paragraph (a)(1) of Item 407 of Regulation S-K of the Exchange Act and the Nasdaq listing standards.
Item 8 - Compensation of Directors and Executive Officers
The information required by Item 402 of Regulation S-K with respect to the Stockholder Nominee and his associates is set forth below:
The Stockholder Nominees have not received any compensation from the Company.
DIRECT AND INDIRECT COMPENSATION AND OTHER MATERIAL MONETARY AGREEMENTS, ARRANGEMENTS AND UNDERSTANDINGS DURING THE PAST THREE YEARS, AND ANY OTHER MATERIAL RELATIONSHIPS, BETWEEN OR AMONG THE NOMINATING STOCKHOLDER, THE STOCKHOLDER ASSOCIATED PERSONS, AND/OR THE STOCKHOLDER NOMINEE
There is no direct or indirect arrangement or understanding between or among the Nominating Stockholder, the Stockholder Associated Persons and the Stockholder Nominees, including any direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, or any other material relationships, between or among the foregoing or their respective associates, or others acting in concert therewith.
B. INFORMATION REGARDING THE NOMINATING STOCKHOLDER
1. NAME AND ADDRESS OF THE NOMINATING STOCKHOLDER AND THE STOCKHOLDER ASSOCIATED PERSONS
The name of the Nominating Stockholder is Tonga Partners, L.P. Tonga Partners, L.P. is a Delaware Limited Partnership.
The address of the Nominating Stockholder is 245 Meriwether Circle, Alta, WY 83414. The phone number of the Nominating Stockholder is (307) 733-2284.
The names and addresses of the Stockholder Associated Persons listed in Exhibit 2 are as follows:
 
Stockholder Associated Person Address
Cannell Separately-Managed Account (“Cannell SMA”) 245 Meriwether Circle
Alta, WY 83414
Cuttyhunk Master Portfolio (“Cuttyhunk II”) c/o HSBC Trustee Limited
PO Box 484
HSBC House
68 West Bay Road
Grand Cayman, KY1-1106
Cayman Islands


2. CLASS AND NUMBER OF SHARES OF COMMON STOCK HELD OF RECORD AND BENEFICIALLY BY THE NOMINATING STOCKHOLDER AND THE STOCKHOLDER ASSOCIATED PERSONS
As of the date hereof, the Nominating Stockholder is the record holder of 1,000 shares of the Company’s Common Stock and the beneficial owner of a further 1,879,402 shares held in the street name. Clients advised by Tonga’s General Partner and investment advisor, Cannell Capital LLC, own in aggregate 2,340,742 shares, inclusive of Tonga’s holdings.
Exhibit 2 indicates the date of each purchase and sale of shares of Common Stock made by the Nominating Stockholder and the Stockholder Associated Persons, and the number of shares in each such purchase and sale.
The Nominating Stockholder and its Stockholder Associated Persons intend to continue to own the securities through the Annual Meeting and election of the Directors of the Board. The qualifying securities are not held for the purpose of changing control of the Company or gaining more than a limited number of seats on the Board of Directors.
3. CERTAIN AGREEMENTS AND ARRANGEMENTS
There is no formal agreement, arrangement or understanding with respect to the Nomination between the Nominating Stockholder, the Stockholder Associated Persons, any of their affiliates or associates, the Stockholder Nominees and or others acting in concert with any of the foregoing.
There is no agreement, arrangement or understanding (including any derivative or short position, swap, profit interest, option, warrant, convertible security, stock appreciation or similar right, hedging transaction, or borrowed or loaned shares) that has been entered into as of the date hereof by, or on behalf of, either the Nominating Stockholder or the Stockholder Associated Persons, as applicable, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Company, the effect or intent of which is to mitigate loss to, manage risk or increase or decrease the share price for the benefit of, or increase or decrease the voting power of, or economic exposure of, the Nominating Stockholder or the Stockholder Associated Persons, as applicable, with respect to shares of stock of the Company.
The Nominating Stockholder does not own beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company. To the knowledge of the Nominating Stockholder, no affiliate of the Nominating Stockholder owns any securities of the Company, except as set forth above in Section B.2.
Supplemental Disclosure of Certain Interests of the Nominating Stockholder and the Stockholder Nominee:
(A) None of the Nominating Stockholder, the Stockholder Associated Persons` or the Stockholder Nominees are engaged in directly or indirectly, any derivative, swap or other transaction or series of transactions, that would give the Nominating Stockholder economic risk (“Synthetic Equity Interest”) similar to ownership of shares of any class of the Company.
(B) Neither the Nominating Stockholder nor the Stockholder Nominees have or share any rights to vote to a proxy, agreement, arrangement, understanding or relationship of the Company pursuant to Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A except for the shares of common stock as declared in this notice.
(C) Neither the Nominating Stockholder nor the Stockholder Nominees have any agreement, arrangement, understanding or relationship including any repurchase or stock borrowing agreement directly or indirectly, the purpose of which is to mitigate loss to, reduce the economic risk of ownership of shares of the Company, increase or decrease the voting power of the Nominating Stockholder, with respect to the shares of the Company or which provides directly or indirectly, the opportunity to benefit from any decrease in the price of the shares of the Company (“Short Interests”).
(D) Neither the Nominating Stockholder nor the Stockholder Nominees are entitled to rights to dividends on the shares of Common Stock of the Company or any Synthetic Equity Interest or Short Interests if any.
(E) The Nominating Stockholder earns both an asset-based and a performance-based fee that it is indirectly based on any increase or decrease in the value of shares of the Company or derivative instruments related to shares of the Company. The Nominating Stockholder is a Delaware Limited Partnership which holds the shares of the Company in a diversified portfolio held on behalf of its limited partners. The shares of the Company constitute less than one-tenth (1/10th) of this portfolio. The Nominating Stockholder earns an asset-based fee of 1.5% per annum on all assets it manages for the benefit of its limited partners. The Nominating Stockholder earns a performance fee equivalent to twenty percent (20%) of all gains earned on behalf of its limited partners. These fees are subject to a so-called “High Water Mark’ and are charged annually and in arrears. In its discretion, the general partner of the Nominating Stockholder reserves the right to waive both the asset-based and performance-based fees for selected limited partners.
The Stockholder Nominees are not entitled to any fees based on any increase or decrease in the price or value of any shares of the Company, any Synthetic Equity Interests or any Short Interests.
(F) Mr. J. Carlo Cannell is the natural person associated with the Nominating Stockholder who is responsible for the formulation of and decision to propose the nomination (the “Responsible Person”). Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, which serves as the General Partner of and investment advisor to Tonga Partners, L.P.
Each of the Stockholder Nominees is a natural person.
(G) Neither the Nominating Stockholder nor the Stockholder Nominees have any significant equity interest or any Synthetic Equity Interest or Short Interests in any principal competitor of the Company.
(H) Neither the Nominating Stockholder nor the Stockholder Nominees have any direct or indirect interest in any contract with the Company, any affiliate of the Company or any principal competitor of the Company.
(I) Neither the Nominating Stockholder nor the Stockholder Nominees are a party or a participant to any pending or threatened litigation involving the Company, its officers, directors or any affiliates of the Company
(J) Neither the Nominating Stockholder nor the Stockholder Nominees have had any material transaction involving the Nominating Stockholder on one hand and the Company on the other hand, in the last twelve months.
(K) There have been no material discussions regarding the business proposed to be brought before the meeting between the Nominating Stockholder and any other beneficial holder of the shares of the Company.
There have been no material discussions regarding the business proposed to be brought before the meeting between the Stockholder Nominees and any other beneficial holder of the shares of the Company.
(L) The other information relating to the Nominating Stockholder, the Stockholder Associated Persons and the Stockholder Nominees that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the nominations by the Nominating Stockholder before the meeting pursuant to Section 14(a) of the Exchange Act have been stated in this notice.
The reason for proposing business:
The Nominating Stockholder has a material interest of ownership of Common Stock of the Company.
4. REPRESENTATIONS OF THE NOMINATING STOCKHOLDER
The Nominating Stockholder hereby represents that, in each case, as of the date hereof:
(i) The Nominating Stockholder is a holder of record of stock of the Company entitled to vote at the Annual Meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination before the meeting.
(ii) The Nominating Stockholder may, in its sole discretion, determine to take one or more of the following actions:
(A) deliver a proxy statement and form of proxy to holders of at least the percentage of the Company's outstanding capital stock required to approve or adopt the Nomination and/or elect the Stockholder Nominees or
(B) otherwise to solicit proxies or votes from stockholders in support of the Nomination. As of the date hereof, the Nominating Stockholder is not part of a group with respect to any of the foregoing; however, the Nominating Stockholder may, in its sole discretion determine to form a group with any other person or entity at a later date.
(iii) The Nominating Stockholder shall provide any information reasonably requested by the Company.
5. DESCRIPTION OF ALL ARRANGEMENTS BETWEEN THE NOMINATING STOCKHOLDER, THE STOCKHOLDER ASSOCIATED PERSONS, THE STOCKHOLDER NOMINEE AND OTHER PERSONS PURSUANT TO WHICH THE NOMINATION IS BEING MADE
There are no agreements, arrangements or understandings between the Nominating Stockholder, the Stockholder Associated Persons, the Stockholder Nominees and/or any other persons, including with respect to (i) any agreement, arrangement or understanding, direct or indirect, with respect to this Nomination between or among the foregoing acting as part of a group (as defined in Section 13(d) of the Exchange Act) or in concert with any of the foregoing; nor is there (ii) any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the foregoing has a right to vote any shares of stock of the Company.
6. OTHER INFORMATION REQUIRED BY THE PROXY RULES REGARDING THE NOMINATING STOCKHOLDER
Since the beginning of the Company's last fiscal year, the Nominating Stockholder has not had any material interest in any transaction, and has no material interest in any proposed transaction, to which the Company or any subsidiary of the Company was or is to be a party and in which the amount involved exceeds $120,000. The Nominating Stockholder has not had during the Company's last fiscal year any relationship with the Company or its subsidiaries of the type described in Item 404(b) of Regulation S-K.
To the best of the knowledge of the Nominating Stockholder, the Stockholder Nominees meet the director qualifications set forth in the Company’s governing documents and satisfy the objective criteria of the Nasdaq Exchange regarding Director independence.
C. DESCRIPTION OF THE BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING; MATERIAL INTEREST IN SUCH BUSINESS AND THE REASONS THEREFORE.
In accordance with the By-Laws, the Nominating Stockholder does not intend to bring any other business before the Annual Meeting other than the election of the Stockholder Nominees.
  *            *            *  
The Nominating Stockholder requests written notice as soon as practicable of any alleged defect in this notice and reserves the right, following receipt of any such notice, to either challenge, or attempt as soon as practicable to cure, such alleged defect. The Nominating Stockholder reserves the right to give further notice of additional business or nominations to be conducted or made at the Annual Meeting or other meeting of the Company's stockholders, to revise the Nominations, or not to present any one or more of the Nominations.
The Nominating Stockholder agrees to timely update and supplement this notice as required under the By-Laws and to furnish such other information with respect to the Stockholder Nominees as may reasonably be required by the Company to determine the eligibility of the Stockholder Nominees to serve as directors of the Company.
Nothing herein shall be deemed to be an admission that the Nominating Stockholder, the Stockholder Nominees or the beneficial owners of any of the shares of Common Stock held of record by any participants in any proxy solicitation by the Nominating Stockholder pursuant to Regulation 14A under the Exchange Act, constitute a “)group”) within the meaning of Section 13(d) of the Exchange Act or the rules and regulations thereunder or of any provision of the Delaware General Corporation Law.
Please direct any questions regarding the information included in this notice to Mr. Stephen C. Wagstaff, Chief Financial Officer of Cannell Capital LLC and Investment Advisor to Tonga Partners, L.P, 245 Meriwether Circle, Alta, Wyoming 83414. Electronic copies of such correspondence should be directed to info@cannellcap.com. Please email or fax to confirm receipt of this notice to info@cannellcap.com or (307) 264-0600 at the earliest.
  *            *            *  
IN WITNESS WHEREOF, the Nominating Stockholder has caused this notice to be duly executed on this 25th day of February 2019.
TONGA PARTNERS, L.P.
By:    /s/ J. Carlo Cannell    
James Carlo Cannell
Managing Member of Cannell Capital LLC
The General Partner of Tonga Partners, L.P.

 

Exhibit 1

Consent to Serving as Nominee and Director

I consent to being named in Hudson Global, Inc.’s Proxy Statement as a nominee and to serving as a director if elected.

I confirm my understanding that the provisions of the Company’s governing documents must be complied with and satisfied in order for me to qualify and be properly nominated as a director of the Company.

The answers to the foregoing questions are complete and accurate to the best of my knowledge and belief. I will notify the Company if any of my responses change. In the absence of notice from me concerning any changes in the foregoing answers following the date of this Questionnaire, the Company is to understand that the information appearing therein remains, to the best of my knowledge and belief, accurate and complete.

Printed Name:   John Barton   
Signature:    /s/ John Barton    

Dated: February 25, 2019

 

Exhibit 1

Consent to Serving as Nominee and Director

I consent to being named in Hudson Global, Inc.’s Proxy Statement as a nominee and to serving as a director if elected.

I confirm my understanding that the provisions of the Company’s governing documents must be complied with and satisfied in order for me to qualify and be properly nominated as a director of the Company.

The answers to the foregoing questions are complete and accurate to the best of my knowledge and belief. I will notify the Company if any of my responses change. In the absence of notice from me concerning any changes in the foregoing answers following the date of this Questionnaire, the Company is to understand that the information appearing therein remains, to the best of my knowledge and belief, accurate and complete.

Printed Name:   Gerard Eastman   
Signature:    /s/ Gerard Eastman    

Dated: February 25, 2019

 

Exhibit 1

Consent to Serving as Nominee and Director

I consent to being named in Hudson Global, Inc.’s Proxy Statement as a nominee and to serving as a director if elected.

I confirm my understanding that the provisions of the Company’s governing documents must be complied with and satisfied in order for me to qualify and be properly nominated as a director of the Company.

The answers to the foregoing questions are complete and accurate to the best of my knowledge and belief. I will notify the Company if any of my responses change. In the absence of notice from me concerning any changes in the foregoing answers following the date of this Questionnaire, the Company is to understand that the information appearing therein remains, to the best of my knowledge and belief, accurate and complete.

Printed Name:   John Flood   
Signature:    /s/ John Flood     

Dated: February 25, 2019

 

Exhibit 1

Consent to Serving as Nominee and Director

I consent to being named in Hudson Global, Inc.’s Proxy Statement as a nominee and to serving as a director if elected.

I confirm my understanding that the provisions of the Company’s governing documents must be complied with and satisfied in order for me to qualify and be properly nominated as a director of the Company.

The answers to the foregoing questions are complete and accurate to the best of my knowledge and belief. I will notify the Company if any of my responses change. In the absence of notice from me concerning any changes in the foregoing answers following the date of this Questionnaire, the Company is to understand that the information appearing therein remains, to the best of my knowledge and belief, accurate and complete.

Printed Name:   Jeremy Nowak   
Signature:    /s/ Jeremy Nowak    

Dated: February 25, 2019

 

Exhibit 1

Consent to Serving as Nominee and Director

I consent to being named in Hudson Global, Inc.’s Proxy Statement as a nominee and to serving as a director if elected.

I confirm my understanding that the provisions of the Company’s governing documents must be complied with and satisfied in order for me to qualify and be properly nominated as a director of the Company.

The answers to the foregoing questions are complete and accurate to the best of my knowledge and belief. I will notify the Company if any of my responses change. In the absence of notice from me concerning any changes in the foregoing answers following the date of this Questionnaire, the Company is to understand that the information appearing therein remains, to the best of my knowledge and belief, accurate and complete.

Printed Name:   Theodore Smith III   
Signature:    /s/ Theodore Smith III    

Dated: February 25, 2019

 

Exhibit 2

The following table indicates the date of each purchase and sale of shares of Common Stock made by the Nominating Stockholder and the Stockholder Associated Persons, and the number of shares in each such purchase and sale.

Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cannell SMABuy06/18/20141,171
Cuttyhunk IIBuy06/18/20141,309
TongaBuy06/18/20142,559
Cannell SMABuy06/19/20141,575
Cuttyhunk IIBuy06/19/20141,759
TongaBuy06/19/20143,438
Cannell SMABuy06/20/201446
Cuttyhunk IIBuy06/20/201451
TongaBuy06/20/2014103
Cannell SMABuy06/23/2014325
Cuttyhunk IIBuy06/23/2014363
TongaBuy06/23/2014712
Cannell SMABuy06/24/201477
Cuttyhunk IIBuy06/24/201486
TongaBuy06/24/2014169
Cannell SMABuy06/25/2014744
Cuttyhunk IIBuy06/25/2014831
TongaBuy06/25/20141,625
Cannell SMABuy06/26/20141,250
Cuttyhunk IIBuy06/26/20141,396
TongaBuy06/26/20142,729
Cannell SMABuy06/27/201432,525
Cuttyhunk IIBuy06/27/201436,340
TongaBuy06/27/201470,968
Cannell SMABuy06/30/201446
Cuttyhunk IIBuy06/30/201451
TongaBuy06/30/2014103
Cannell SMABuy07/02/2014803
Cuttyhunk IIBuy07/02/2014898
TongaBuy07/02/20141,755
Cannell SMABuy07/03/2014135
Cuttyhunk IIBuy07/03/2014151
TongaBuy07/03/2014298
Cannell SMABuy07/07/2014550
Cuttyhunk IIBuy07/07/2014615
TongaBuy07/07/20141,202
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cannell SMABuy07/08/20142,580
Cuttyhunk IIBuy07/08/20142,883
TongaBuy07/08/20145,630
Cannell SMABuy07/09/2014907
Cuttyhunk IIBuy07/09/20141,013
TongaBuy07/09/20141,980
Cannell SMABuy07/10/2014325
Cuttyhunk IIBuy07/10/2014363
TongaBuy07/10/2014712
Cannell SMABuy07/14/2014391
Cuttyhunk IIBuy07/14/2014441
TongaBuy07/14/2014868
Cannell SMABuy07/16/2014558
Cuttyhunk IIBuy07/16/2014629
TongaBuy07/16/20141,238
Cannell SMABuy07/17/20141,150
Cuttyhunk IIBuy07/17/20141,297
TongaBuy07/17/20142,553
Cannell SMABuy07/18/20141,150
Cuttyhunk IIBuy07/18/20141,297
TongaBuy07/18/20142,553
Cannell SMABuy07/21/2014691
Cuttyhunk IIBuy07/21/2014779
TongaBuy07/21/20141,533
Cannell SMABuy07/22/201416
Cuttyhunk IIBuy07/22/201418
TongaBuy07/22/201438
Cannell SMABuy07/25/2014449
Cuttyhunk IIBuy07/25/2014506
TongaBuy07/25/2014997
Cannell SMABuy07/31/20146,076
Cuttyhunk IIBuy07/31/20146,853
TongaBuy07/31/201413,476
Cannell SMABuy08/01/20142,838
Cuttyhunk IIBuy08/01/20143,201
TongaBuy08/01/20146,296
Cannell SMABuy09/17/20145,488
Cuttyhunk IIBuy09/17/20146,554
TongaBuy09/17/201412,438
Cannell SMABuy09/18/201463,622
Cuttyhunk IIBuy09/18/201475,984
TongaBuy09/18/2014144,189
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cannell SMABuy09/19/20141,277
Cuttyhunk IIBuy09/19/20141,526
TongaBuy09/19/20142,897
Cannell SMABuy09/22/2014257
Cuttyhunk IIBuy09/22/2014307
TongaBuy09/22/2014586
Cannell SMABuy09/23/20141,116
Cuttyhunk IIBuy09/23/20141,333
TongaBuy09/23/20142,533
Cannell SMABuy09/24/201422,400
Cuttyhunk IIBuy09/24/201426,752
TongaBuy09/24/201450,761
Cannell SMABuy09/25/2014247
Cuttyhunk IIBuy09/25/2014293
TongaBuy09/25/2014560
Cannell SMABuy10/07/20141,059
Cuttyhunk IIBuy10/07/20141,252
TongaBuy10/07/20142,389
Cannell SMABuy10/08/20141
Cuttyhunk IIBuy10/08/20141
TongaBuy10/08/20143
Cannell SMABuy10/09/201490
Cuttyhunk IIBuy10/09/2014106
TongaBuy10/09/2014204
Cannell SMABuy10/10/201411
Cuttyhunk IIBuy10/10/201413
TongaBuy10/10/201426
Cannell SMABuy10/13/2014610
Cuttyhunk IIBuy10/13/2014721
TongaBuy10/13/20141,377
Cannell SMABuy10/14/20145,274
Cuttyhunk IIBuy10/14/20146,237
TongaBuy10/14/201411,889
Cannell SMABuy10/15/201433,853
Cuttyhunk IIBuy10/15/201440,031
TongaBuy10/15/201476,306
Cannell SMABuy10/16/20143,610
Cuttyhunk IIBuy10/16/20144,268
TongaBuy10/16/20148,137
Cannell SMABuy10/20/20144,021
Cuttyhunk IIBuy10/20/20144,754
TongaBuy10/20/20149,063
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cannell SMABuy10/22/20142,254
Cuttyhunk IIBuy10/22/20142,665
TongaBuy10/22/20145,081
Cannell SMABuy10/23/201445,202
Cuttyhunk IIBuy10/23/201453,381
TongaBuy10/23/2014101,417
Cannell SMABuy10/29/201423
Cuttyhunk IIBuy10/29/201426
TongaBuy10/29/201453
Cannell SMABuy10/31/20141,206
Cuttyhunk IIBuy10/31/20141,363
TongaBuy10/31/20142,631
Cannell SMABuy11/03/20142,575
Cuttyhunk IIBuy11/03/20142,909
TongaBuy11/03/20145,616
Cannell SMABuy11/04/2014626
Cuttyhunk IIBuy11/04/2014707
TongaBuy11/04/20141,367
Cannell SMABuy11/05/2014656
Cuttyhunk IIBuy11/05/2014742
TongaBuy11/05/20141,432
Cannell SMABuy11/06/20142,381
Cuttyhunk IIBuy11/06/20142,690
TongaBuy11/06/20145,184
Cannell SMABuy11/26/201430,007
Cuttyhunk IIBuy11/26/201435,356
TongaBuy11/26/201468,508
Cannell SMABuy11/28/20141,880
Cuttyhunk IIBuy11/28/20142,215
TongaBuy11/28/20144,293
Cannell SMABuy12/01/201428,064
Cuttyhunk IIBuy12/01/201433,067
TongaBuy12/01/201464,069
Cannell SMABuy12/02/2014640
Cuttyhunk IIBuy12/02/2014754
TongaBuy12/02/20141,462
Cannell SMABuy12/03/2014930
Cuttyhunk IIBuy12/03/20141,096
TongaBuy12/03/20142,124
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cannell SMABuy12/05/20141,412
Cuttyhunk IIBuy12/05/20141,664
TongaBuy12/05/20143,224
Cannell SMABuy12/08/2014896
Cuttyhunk IIBuy12/08/20141,056
TongaBuy12/08/20142,048
Cannell SMABuy12/09/2014336
Cuttyhunk IIBuy12/09/2014396
TongaBuy12/09/2014768
Cannell SMABuy12/10/20141,793
Cuttyhunk IIBuy12/10/20142,113
TongaBuy12/10/20144,094
Cannell SMABuy12/11/2014672
Cuttyhunk IIBuy12/11/2014792
TongaBuy12/11/20141,536
Cannell SMABuy12/12/20141,502
Cuttyhunk IIBuy12/12/20141,770
TongaBuy12/12/20143,433
Cuttyhunk IIBuy12/15/20143,966
TongaBuy12/15/20147,439
Cuttyhunk IIBuy12/18/20142,229
TongaBuy12/18/20144,182
Cuttyhunk IIBuy12/19/201469
TongaBuy12/19/2014131
Cuttyhunk IIBuy12/22/20142,086
TongaBuy12/22/20143,914
Cuttyhunk IIBuy12/23/20142,782
TongaBuy12/23/20145,218
Cuttyhunk IIBuy12/24/20141,043
TongaBuy12/24/20141,957
Cuttyhunk IIBuy12/26/20143,478
TongaBuy12/26/20146,522
Cuttyhunk IIBuy12/29/20144,904
TongaBuy12/29/20149,196
Cuttyhunk IIBuy12/30/20141,913
TongaBuy12/30/20143,587
Cuttyhunk IIBuy01/05/2015904
TongaBuy01/05/20151,696
Cuttyhunk IIBuy01/06/20151,462
TongaBuy01/06/20152,742
Cuttyhunk IIBuy01/07/20152,462
TongaBuy01/07/20154,614
Cannell SMASell01/12/2015163
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cuttyhunk IISell01/12/2015184
TongaSell01/12/2015353
Cannell SMASell01/13/20154,650
Cuttyhunk IISell01/13/20155,238
TongaSell01/13/201510,012
Cannell SMABuy01/26/201527,127
Cuttyhunk IIBuy01/26/201532,839
TongaBuy01/26/201564,055
Cannell SMABuy01/27/201524,964
Cuttyhunk IIBuy01/27/201532,753
TongaBuy01/27/201565,433
Cannell SMASell03/26/201515,652
Cuttyhunk IISell03/26/20154,651
TongaSell03/26/201511,264
Cannell SMASell03/27/20157,823
Cuttyhunk IISell03/27/20152,324
TongaSell03/27/20155,630
Cannell SMASell03/30/20153,105
Cuttyhunk IISell03/30/2015924
TongaSell03/30/20152,237
Cannell SMASell03/31/20152,903
Cuttyhunk IISell03/31/20151,299
TongaSell03/31/20152,798
Cannell SMABuy05/07/2015438
Cuttyhunk IIBuy05/07/2015566
TongaBuy05/07/20151,076
Cannell SMABuy05/08/20151,999
Cuttyhunk IIBuy05/08/20152,582
TongaBuy05/08/20154,904
Cannell SMABuy05/11/20153,676
Cuttyhunk IIBuy05/11/20154,748
TongaBuy05/11/20159,011
Cannell SMABuy06/17/201515,104
Cuttyhunk IIBuy06/17/201521,503
TongaBuy06/17/201539,790
Cannell SMABuy06/18/20153,896
Cuttyhunk IIBuy06/18/20155,547
TongaBuy06/18/201510,266
Cannell SMABuy06/19/20153,954
Cuttyhunk IIBuy06/19/20155,629
TongaBuy06/19/201510,417
Cannell SMABuy06/22/20153,954
Cuttyhunk IIBuy06/22/20155,629
TongaBuy06/22/201510,417
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cannell SMABuy06/23/20152,287
Cuttyhunk IIBuy06/23/20153,255
TongaBuy06/23/20156,025
Cannell SMABuy06/24/20153,954
Cuttyhunk IIBuy06/24/20155,629
TongaBuy06/24/201510,417
Cannell SMABuy06/25/20152,708
Cuttyhunk IIBuy06/25/20153,856
TongaBuy06/25/20157,136
Cannell SMABuy06/26/20152,590
Cuttyhunk IIBuy06/26/20153,687
TongaBuy06/26/20156,823
Cannell SMABuy06/29/20151,028
Cuttyhunk IIBuy06/29/20151,463
TongaBuy06/29/20152,709
Cannell SMABuy07/01/2015790
Cuttyhunk IIBuy07/01/20151,125
TongaBuy07/01/20152,085
Cannell SMABuy07/02/20154,943
Cuttyhunk IIBuy07/02/20157,037
TongaBuy07/02/201513,020
Cannell SMABuy07/06/20151,977
Cuttyhunk IIBuy07/06/20152,814
TongaBuy07/06/20155,209
Cannell SMABuy07/07/20151,581
Cuttyhunk IIBuy07/07/20152,251
TongaBuy07/07/20154,168
Cannell SMABuy08/25/20156,300
Cuttyhunk IIBuy08/25/201511,090
TongaBuy08/25/201535,110
Cannell SMABuy08/27/2015792
Cuttyhunk IIBuy08/27/20151,395
TongaBuy08/27/20154,417
Cannell SMABuy08/28/20151,200
Cuttyhunk IIBuy08/28/20152,112
TongaBuy08/28/20156,688
Cannell SMABuy08/31/2015664
Cuttyhunk IIBuy08/31/20151,168
TongaBuy08/31/20153,697
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cannell SMABuy09/02/2015844
Cuttyhunk IIBuy09/02/20151,486
TongaBuy09/02/20154,697
Cuttyhunk IISell09/25/2015686
TongaSell09/25/201514
Cuttyhunk IISell10/05/20159,184
TongaSell10/05/2015580
Cuttyhunk IISell10/06/20153,668
TongaSell10/06/2015232
Cuttyhunk IISell10/07/201511,200
TongaSell10/07/2015708
Cuttyhunk IISell10/08/20151,734
TongaSell10/08/2015109
Cuttyhunk IISell11/11/20152,198
TongaSell11/11/2015139
Cuttyhunk IISell11/13/20153,025
TongaSell11/13/2015191
Cuttyhunk IISell11/16/20156,113
TongaSell11/16/2015387
Cuttyhunk IISell11/17/2015471
TongaSell11/17/201529
Cuttyhunk IISell11/18/2015377
TongaSell11/18/201523
Cuttyhunk IISell11/19/2015659
TongaSell11/19/201541
Cuttyhunk IISell11/20/2015565
TongaSell11/20/201535
Cuttyhunk IISell11/23/2015283
TongaSell11/23/201517
Cannell SMASell02/19/20165,424
TongaBuy02/19/20165,424
Cannell SMASell02/22/20165,414
TongaBuy02/22/20165,414
Cannell SMASell02/23/20165,512
TongaBuy02/23/20165,512
Cannell SMASell02/24/20165,462
TongaBuy02/24/20165,462
Cannell SMASell02/25/20165,332
TongaBuy02/25/20165,332
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cannell SMASell02/26/20165,284
TongaBuy02/26/20165,284
Cannell SMASell02/29/20165,209
TongaBuy02/29/20165,209
Cannell SMASell03/01/20165,218
TongaBuy03/01/20165,218
Cannell SMASell03/02/20165,208
TongaBuy03/02/20165,208
Cannell SMASell03/03/20164,668
TongaBuy03/03/20164,668
Cannell SMASell03/04/20164,631
TongaBuy03/04/20164,631
Cannell SMASell03/07/20164,500
TongaBuy03/07/20164,500
Cannell SMASell03/08/20164,740
TongaBuy03/08/20164,740
Cannell SMASell03/09/20164,824
TongaBuy03/09/20164,824
Cannell SMASell03/15/2016333,417
Cuttyhunk IISell08/03/201643,900
Cuttyhunk IISell08/05/2016100
Cuttyhunk IISell08/09/2016500
TongaBuy08/12/20165,000
Cuttyhunk IIBuy11/30/201616,525
TongaBuy11/30/2016383,475
Cuttyhunk IISell01/18/20173,500
Cuttyhunk IIBuy01/19/201711,491
Cuttyhunk IISell10/20/20175,500
Cuttyhunk IISell10/23/2017200
Cuttyhunk IISell10/24/201719,008
Cuttyhunk IISell10/25/201710,000
Cuttyhunk IISell10/26/201710,000
Cuttyhunk IISell10/27/201710,000
Cuttyhunk IIBuy12/18/201762,104
TongaBuy12/18/2017217,696
Cuttyhunk IISell01/23/20185,751
TongaSell01/23/2018466
Cuttyhunk IISell01/24/201810,239
TongaSell01/24/2018831
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cuttyhunk IISell01/26/20185,114
TongaSell01/26/201818,525
Cuttyhunk IISell01/29/20185,409
TongaSell01/29/201819,591
Cuttyhunk IISell01/30/20188,551
TongaSell01/30/201830,975
Cuttyhunk IISell01/31/2018640
TongaSell01/31/20182,320
Cuttyhunk IISell02/01/201867
TongaSell02/01/2018243
Cuttyhunk IISell02/02/2018454
TongaSell02/02/20181,646
Cuttyhunk IISell02/05/20181,271
TongaSell02/05/20184,604
Cuttyhunk IISell02/09/2018998
TongaSell02/09/20183,615
Cuttyhunk IISell02/12/201821
TongaSell02/12/201879
Cuttyhunk IISell02/15/201821
TongaSell02/15/201879
Cuttyhunk IISell03/05/20183,243
TongaSell03/05/201811,757
Cuttyhunk IISell03/06/201813,633
TongaSell03/06/201849,370
Cuttyhunk IISell03/07/20181,688
TongaSell03/07/20186,112
Cuttyhunk IISell03/08/2018476
TongaSell03/08/20181,724
Cuttyhunk IISell03/09/20181,644
TongaSell03/09/20185,956
Cuttyhunk IISell03/12/201867
TongaSell03/12/2018244
Cuttyhunk IISell03/14/20183,171
TongaSell03/14/201811,483
Cuttyhunk IISell03/16/20185
TongaSell03/16/201822
Cuttyhunk IISell03/19/20181
TongaSell03/19/20185
Cuttyhunk IISell03/21/201886
TongaSell03/21/2018314
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cuttyhunk IIBuy07/12/20188
TongaBuy07/12/20187,088
Cuttyhunk IIBuy07/13/20183
TongaBuy07/13/20183,197
Cuttyhunk IIBuy07/16/20186
TongaBuy07/16/20185,974
Cuttyhunk IIBuy07/17/201830
TongaBuy07/17/201827,091
TongaBuy07/18/201880
TongaBuy07/20/2018200
Cuttyhunk IIBuy07/24/20187
TongaBuy07/24/20186,193
Cuttyhunk IIBuy07/26/20181
TongaBuy07/26/20181,199
Cuttyhunk IIBuy07/27/20187
TongaBuy07/27/20186,193
Cuttyhunk IIBuy07/30/20187
TongaBuy07/30/20186,893
Cuttyhunk IIBuy07/31/201828
TongaBuy07/31/201824,972
Cuttyhunk IIBuy08/01/201839
TongaBuy08/01/201834,283
Cuttyhunk IIBuy08/02/201825
TongaBuy08/02/201821,475
Cuttyhunk IIBuy08/03/20189
TongaBuy08/03/20188,191
TongaBuy08/06/2018200
TongaBuy08/07/2018400
Cuttyhunk IIBuy08/08/201834
TongaBuy08/08/201829,564
Cuttyhunk IIBuy08/14/20182
TongaBuy08/14/20181,822
Cuttyhunk IIBuy08/15/20188
TongaBuy08/15/20187,092
Cuttyhunk IIBuy08/16/20187
TongaBuy08/16/20186,193
Cuttyhunk IIBuy08/17/20185
TongaBuy08/17/20184,655
Cuttyhunk IIBuy08/20/20188
TongaBuy08/20/20186,592
 
Nominating Stockholder or Stockholder Associated Persons Transactions Date Quantity
Cuttyhunk IIBuy10/24/20183,547
TongaBuy10/24/201813,653
Cuttyhunk IIBuy10/25/20184,022
TongaBuy10/25/201815,480
Cuttyhunk IIBuy10/26/2018898
TongaBuy10/26/20183,458
Cuttyhunk IIBuy10/29/20181,257
TongaBuy10/29/20184,840
Cuttyhunk IIBuy10/31/20181,010
TongaBuy10/31/20183,888
Cuttyhunk IIBuy11/01/201820
TongaBuy11/01/201880
Cuttyhunk IIBuy11/02/2018586
TongaBuy11/02/20182,255
Cuttyhunk IIBuy11/09/20184,599
TongaBuy11/09/201817,701
Cuttyhunk IIBuy11/12/20184,744
TongaBuy11/12/201818,256
Cuttyhunk IIBuy11/13/20181,528
TongaBuy11/13/20185,883
Cuttyhunk IIBuy11/14/20181,961
TongaBuy11/14/20187,512
Cuttyhunk IIBuy11/15/2018263
TongaBuy11/15/20181,011
Cuttyhunk IIBuy11/16/2018106