UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
STG GROUP, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
37953N108
(CUSIP Number)
Eric M. Albert
BlueMountain Capital Management, LLC
280 Park Avenue, 12th Floor
New York, New York 10017
212-905-5647
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 1, 2015
(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)
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 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. 37953N108 | 13G | Page 2 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS
BlueMountain Capital Management, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
485,761 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
485,761 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
485,761 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0% (1) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IA | |||||
| (1) | The percentage set forth in Row 11 of this Cover Page is based on the 16,107,071 shares of Common Stock (as defined herein) of the Issuer (as defined herein) outstanding as of November 23, 2015, as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on November 30, 2015. |
| CUSIP No. 37953N108 | 13G | Page 3 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS
Blue Mountain Credit Alternatives Master Fund L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
333,842 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
333,842 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,842 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1% (1) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| (1) | The percentage set forth in Row 11 of this Cover Page is based on the 16,107,071 shares of Common Stock of the Issuer outstanding as of November 23, 2015, as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on November 30, 2015. |
| CUSIP No. 37953N108 | 13G | Page 4 of 6 Pages |
Item 1.
| (a) | Name of Issuer |
STG Group, Inc.
| (b) | Address of Issuer’s principal executive offices |
11091 Sunset Hills Road, Suite 200
Reston, Virginia 20190
Item 2.
| (a) | Name of person filing |
This Schedule 13G is being filed on behalf of BlueMountain Capital Management, LLC (“BMCM”) and Blue Mountain Credit Alternatives Master Fund L.P. (“BMCA” and, together with BMCM, the “Reporting Persons”) with respect to the shares of Common Stock, $0.0001 par value per share (the “Common Stock”), of STG Group, Inc., a Delaware corporation (formerly known as Global Defense & National Security Systems Inc., the “Issuer”).
BMCM acts as investment manager to, and exercises investment discretion with respect to the Common Stock directly owned by, the following entities:
| (i) | BMCA, a Cayman Islands exempted limited partnership, with respect to the 333,842 shares of Common Stock directly owned by it; |
| (ii) | BlueMountain Guadalupe Peak Fund L.P., a Delaware limited partnership, with respect to the 10,490 shares of Common Stock directly owned by it; |
| (iii) | BlueMountain Kicking Horse Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 7,985 shares of Common Stock directly owned by it; |
| (iv) | BlueMountain Timberline Ltd., a Cayman Islands exempted limited company, with respect to the 12,602 shares of Common Stock directly owned by it; |
| (v) | BlueMountain Equity Alternatives Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 34,827 shares of Common Stock directly owned by it; |
| (vi) | BlueMountain Montenvers Master Fund SCA SICAV-SIF, an investment company with variable capital organized as a specialized investment fund in the form of a corporate partnership limited by shares under the laws of Luxembourg, with respect to the 39,637 shares of Common Stock directly owned by it; |
| (vii) | BlueMountain Foinaven Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 28,182 shares of Common Stock directly owned by it; and |
| (viii) | BlueMountain Logan Opportunities Master Fund L.P., a Cayman Islands exempted limited partnership, with respect to the 18,196 shares of Common Stock directly owned by it. |
The filing of this statement should not be construed as an admission that BMCM is, for the purpose of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
| (b) | Address or principal business office or, if none, residence |
280 Park Avenue, 12th Floor, New York, New York 10017
| (c) | Citizenship |
See Row 4 of each Cover Page.
| (d) | Title of class of securities |
Common Stock, par value $0.0001 per share
| CUSIP No. 37953N108 | 13G | Page 5 of 6 Pages |
| (e) | CUSIP No. 37953N108 |
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. 78o). |
| (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); |
| (g) | ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ¨ A savings associations 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) | ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Item 4. Ownership.
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
BMCM expressly declares that this filing shall not be construed as an admission that it is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this filing.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
Item 6. Ownership of More than 5 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.
| CUSIP No. 37953N108 | 13G | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATED: December 3, 2015
BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
| By: | /s/ ERIC M. ALBERT |
Eric M. Albert, Chief Compliance Officer
BLUE MOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
By: Blue Mountain CA Master Fund GP, Ltd.
| By: | /s/ ANDREW FELDSTEIN |
Andrew Feldstein, Director