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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (right to buy) | $ 6 | 01/31/2008 | P | 3,979,300 (4) | 01/31/2008 | 01/31/2011 | Common Stock | 3,979,300 | (2) | 3,979,300 | I | See Footnote (3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SEMLER ERIC 888 SEVENTH AVENUE, SUITE 1504 NEW YORK, NY 10019 |
X | |||
| TCS Capital GP, LLC 888 SEVENTH AVENUE, SUITE 1504 NEW YORK, NY 10019 |
X | |||
| /s/ Eric Semler | 05/30/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Eric Semler, managing member of TCS Capital GP, LLC | 05/30/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The filing of this Form 4 shall not be construed as an admission that TCS Capital GP, LLC ("TCS") or Eric Semler, the managing member of TCS, is or was for the purposes of Section 16(a) of the Securities Exchange act of 1934, as amended, or otherwise the beneficial owner of any of the common stock, par value $0.0001 per share (the "Common Stock"), of Information Services Group, Inc. (the "Issuer") owned by TCS Capital, L.P., TCS Capital II, L.P., and TCS Capital Investments, L.P (collectively, the "Funds"). Pursuant to Rule 16a-1, both TCS and Mr. Semler disclaim such beneficial ownership beyond their pecuniary interest. |
| (2) | The Funds hold 3,979,300 of their shares of Common Stock in the form of units of the Issuer (the "Units"). Each Unit consists of one share of Common Stock and one redeemable common stock purchase warrant (the "Warrants"). The Units were purchased by the reporting persons for an average price of $8.18 per Unit. |
| (3) | TCS holds indirectly Common Stock and Units for the accounts of the Funds, of which TCS is the general partner. TCS receives an allocation of a portion of net profits from and owns a partnership interest in the Funds. Mr. Semler reports the shares held indirectly by TCS because, as the manager of TCS, at the time of purchase, Mr. Semler controlled the disposition and voting of the securities. |
| (4) | The Funds hold the 3,979,300 Warrants in the form of Units. The Units were previously reported by the reporting persons on a Form 3 filed on 12/07/2007. The inclusion of the Warrants in this Form 4 is to report that the Warrants have become exercisable as of 01/31/2008. |