UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Innodata Inc.
(Name of Issuer)
common stock, $.01 par value
(Title of Class of Securities)
457642 20 5
(CUSIP Number)
July 25, 2018
(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)
☐ 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).
| 1 | NAMES OF REPORTING PERSONS
Nick Toor | |||||
| 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 of America
| |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
285,988
| ||||
| 6 | SHARED VOTING POWER
2,339,832
| |||||
| 7 | SOLE DISPOSITIVE POWER
285,988
| |||||
| 8 | SHARED DISPOSITIVE POWER
2,339,832
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,625,820
| |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%
| |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
| |||||
| 1 | NAMES OF REPORTING PERSONS
Luzich 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
Delaware
| |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0
| ||||
| 6 | SHARED VOTING POWER
2,339,832
| |||||
| 7 | SOLE DISPOSITIVE POWER
0
| |||||
| 8 | SHARED DISPOSITIVE POWER
2,339,832
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,339,832
| |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
| |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
| |||||
| 1 | NAMES OF REPORTING PERSONS
Michael Luzich | |||||
| 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 of America
| |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0
| ||||
| 6 | SHARED VOTING POWER
2,339,832
| |||||
| 7 | SOLE DISPOSITIVE POWER
0
| |||||
| 8 | SHARED DISPOSITIVE POWER
2,339,832
| |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,339,832
| |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.0%
| |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
| |||||
| Item 1(a). | Name of Issuer: |
Innodata Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
55 Challenger Road
Ridgefield Park, New Jersey 07660
| Item 2(a). | Names of Persons Filing: |
The names of the persons filing this report (collectively, the “Reporting Persons”) are Nick Toor, Luzich Partners LLC, and Michael Luzich
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of the Reporting Persons is:
5055 West Patrick Lane
Suite 104
Las Vegas, NV 89118
| Item 2(c). | Citizenship: |
Mr. Toor and Mr. Luzich are citizens of the United States of America
Luzich Partners LLC is a Delaware limited liability company
| Item 2(d). | Title of Class of Securities: |
common stock, $.01 par value (“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: |
Not applicable.
| Item 4. | Ownership. |
The information required by this item with respect to the Reporting Persons is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentage reported is based on 25,877,454 outstanding shares of Common Stock, is reported in the Issuer’s Form 10-Q filed on May 15, 2018.
Mr. Toor directly holds 285,988 shares of Common Stock. Luzich Partners LLC directly holds 2,339,832 shares of Common Stock. Mr. Toor serves as Chief Investment Officer of Luzich Partners LLC, and Mr. Luzich is the Managing Partner of Luzich Partners LLC, and each may be deemed to beneficially own the securities directly held by Luzich Partners LLC.
| 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| 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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: August 1, 2018 |
| /s/ Nick Toor |
| NICK TOOR |
| LUZICH PARTNERS LLC | ||
| By: | /s/ Nick Toor | |
| Name: Nick Toor Title: Chief Investment Manager
| ||
| /s/ Michael Luzich |
| MICHAEL LUZICH |
EXHIBIT 1
AGREEMENT
The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.
| Date: August 1, 2018 |
| /s/ Nick Toor |
| NICK TOOR |
| LUZICH PARTNERS LLC | ||
| By: | /s/ Nick Toor | |
| Name: Nick Toor Title: Chief Investment Manager
| ||
| /s/ Michael Luzich |
| MICHAEL LUZICH |