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.¨
*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).
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| 1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY) |
| |
|
| |
Jack S. Abuhoff |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
| |
(a) ¨ |
| |
(b) ¨ |
| 3 |
SEC USE ONLY |
| |
|
| 4 |
SOURCE OF FUNDS (See Instructions) |
| |
PF; OO |
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
| |
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER: |
| |
2,995,024 (1) |
| 8 |
SHARED VOTING POWER: |
| |
0 |
| 9 |
SOLE DISPOSITIVE POWER: |
| |
2,995,024 (1) |
| 10 |
SHARED DISPOSITIVE POWER: |
| |
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
2,995,024 (1) |
| 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) |
| |
10.25% (2) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) |
| |
IN |
| |
|
|
|
(1) Includes 1,806,666 shares that
may be issued on exercise of stock options. 1,673,332 of the stock options are vested and exercisable, and 133,334 of the stock options
vest and become exercisable within 60 days of the date of filing of this Amendment No. 4.
(2)
Based on 27,404,901 shares outstanding as of February 20, 2023.
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This Amendment No. 4 to Schedule 13D (“Amendment
No. 4”) 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; (iii) Amendment No. 2 to Schedule 13D filed
on December 17, 2019; and (iv) Amendment No. 3 to Schedule 13D filed on June 2, 2021. The Reporting Person is filing this Amendment No.
4 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. 4 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 2,995,024 shares
beneficially owned by the Reporting Person as of April 6, 2023 included 1,806,666 shares issuable upon the exercise of stock options,
1,673,332 of which were vested and exercisable and 133,334 of which will vest and become exercisable within 60 days of the date of filing
of this Amendment No. 4. The shares beneficially owned by the Reporting Person as of April 6, 2023 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
April 6, 2023, the Reporting Person beneficially owned 2,995,024 shares, or 10.25% of the Issuer’s Common Stock. These shares included
1,188,358 shares of Common Stock and 1,806,666 shares issuable upon exercise of stock options, 1,673,332 of which were vested and exercisable
and 133,334 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. 4.
(b) As of
April 6, 2023, the Reporting Person has sole voting and dispositive power over 2,995,024 shares of the Issuer’s Common Stock. These
shares include 1,188,358 shares of Common Stock and 1,806,666 shares issuable upon exercise of stock options, 1,673,332 of which were
vested and exercisable and 133,334 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. 4.
As of April 6, 2023,
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.
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(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
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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.
| Dated: April 6, 2023 |
/s/ Jack S. Abuhoff |
| |
Jack S. Abuhoff |
