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. 6)*
| INNODATA
INC. |
| (Name of
Issuer) |
| Common
Stock, par value $0.01 per share |
| (Title
of Class of Securities) |
Jack
S. Abuhoff
c/o
Innodata Inc.
55
Challenger Road
Ridgefield
Park, New Jersey 07660
(201)
371-8000
Copy
To:
David
C. Schwartz
Morgan,
Lewis & Bockius LLP
502
Carnegie Center
Princeton,
NJ 08540-6289
(609)
919-6600 |
| (Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| November
25, 2024 |
| (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. o
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).
| CUSIP No. 457642205 |
Page 2 of 5 |
| 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: |
| |
3,007,950 (1) |
| 8 |
SHARED VOTING POWER: |
| |
0 |
| 9 |
SOLE DISPOSITIVE POWER: |
| |
3,007,950 (1) |
| 10 |
SHARED DISPOSITIVE POWER: |
| |
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| |
3,007,950 (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) |
| |
9.76% (2) |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) |
| |
IN |
| |
|
|
|
(1) Includes 1,819,592 shares
that may be issued on exercise of stock options. 986,666 of the stock options are vested and exercisable, and 832,926 of the stock options
vest and become exercisable within 60 days of the date of filing of this Amendment No. 6.
(2) Based on 29,000,324 shares
outstanding as of November 1, 2024.
| CUSIP No. 457642205 |
Page 3 of 5 |
This Amendment No. 6 to Schedule 13D (“Amendment
No. 6”) 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; (iv) Amendment No. 3 to Schedule 13D filed on June 2, 2021; (v) Amendment No. 4 to Schedule 13D filed on April 6,
2023; and (vi) Amendment No. 5 to Schedule 13D filed on November 4, 2024. The Reporting Person is filing this Amendment No. 6 to disclose
the decrease 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. 6 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 3,007,950 shares
beneficially owned by the Reporting Person as of November 25, 2024 included 1,819,592 shares issuable upon the exercise of stock options,
986,666 of which were vested and exercisable and 832,926 of which will vest and become exercisable within 60 days of the date of filing
of this Amendment No. 6. The shares beneficially owned by the Reporting Person as of November 25, 2024 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
November 25, 2024, the Reporting Person beneficially owned 3,007,950 shares, or 9.76% of the Issuer’s Common Stock. These shares
included 1,188,358 shares of Common Stock and 1,819,592 shares issuable upon exercise of stock options, 986,666 of which were vested and
exercisable and 832,926 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. 6.
(b) As of
November 25, 2024, the Reporting Person has sole voting and dispositive power over 3,007,950 shares of the Issuer’s Common Stock.
These shares include 1,188,358 shares of Common Stock and 1,819,592 shares issuable upon exercise of stock options, 986,666 of which were
vested and exercisable and 832,926 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. 6.
As of November 25, 2024,
the Reporting Person did not share voting or dispositive power over any shares of the Issuer’s Common Stock.
(c) Not applicable.
| CUSIP No. 457642205 |
Page 4 of 5 |
(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
| CUSIP No. 457642205 |
Page 5 of 5 |
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: November 26, 2024 |
/s/ Jack S. Abuhoff |
| |
Jack S. Abuhoff |
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