UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Innodata Isogen, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
457642 20 5
(CUSIP Number)
December 31, 2011
(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)
*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).
| CUSIP No. 457642 20 5 | 13G | Page 2 of 5 Pages |
| 1. | NAME OF REPORTING PERSONS | ||
| 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 | 5. | SOLE VOTING POWER | |
| SHARES | 1,608,639(1) | ||
| BENEFICIALLY | 6. | SHARED VOTING POWER | |
| OWNED BY EACH | None | ||
| REPORTING | 7. | SOLE DISPOSITIVE VALUE | |
| PERSON | 1,608,639(1) | ||
| WITH | 8. | SHARED DISPOSITIVE POWER | |
| None | |||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 1,608,639(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) | ||
| 6.3% | |||
| 12. | TYPE OF REPORTING PERSON* | ||
| IN | |||
(1) Includes 913,500 shares that may be issued on exercise of stock options.
| CUSIP No. 457642 20 5 | 13G | Page 3 of 5 Pages |
Item 1.
| (a) | Name of Issuer | |
| Innodata Isogen, 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); |
| 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: | |||
| 1,608,639(1) | |||
| (b) Percent of Class: | |||
| 6.3% | |||
| (c) Number of shares as to which such person has: | |||
| (i) | Sole power to vote or to direct the vote: | ||
| 1,608,639(1) | |||
| (ii) | Shared power to vote or to direct the vote | ||
| None | |||
| (iii) | Sole power to dispose or to direct the disposition of | ||
| 1,608,639(1) | |||
| (iv) | Shared power to dispose or to direct the disposition of | ||
| None | |||
| 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 13, 2012 | ||
| Date | ||
| /s/ Jack Abuhoff | ||
| Signature | ||
| Jack Abuhoff/Chairman | ||
| Name/Title | ||
(1) Includes 913,500 shares that may be issued on exercise of stock options.