- Statement of Changes in Beneficial Ownership (4)
February 09 2011 - 5:39PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GRAY RICHARD S
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2. Issuer Name
and
Ticker or Trading Symbol
HUDSON HIGHLAND GROUP INC
[
HHGP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior Vice President
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(Last)
(First)
(Middle)
HUDSON HIGHLAND GROUP, INC., 560 LEXINGTON AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2011
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/8/2011
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A
(1)
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12000
(1)
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A
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$0
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34509
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D
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Common Stock
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2/8/2011
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F
(2)
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1245
(2)
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D
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$5.75
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33264
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D
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Common Stock
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10386.25
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I
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By 401(k) Plan
(3)
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Common Stock
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2538.403
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I
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By Plan
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$9.17
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(5)
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6/25/2013
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Common Stock
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18000
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18000
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D
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Employee Stock Option (Right to Buy)
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$13.25
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(6)
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1/18/2015
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Common Stock
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80000
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80000
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D
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Restricted Stock
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(7)
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(7)
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2/24/2014
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Common Stock
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14000
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14000
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D
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Explanation of Responses:
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(
1)
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Vesting to reporting person of restricted stock upon attainment of performance criteria. Vesting is also subject to a service condition as follows: 33% vested on February 8, 2011, 33% vest on February 17, 2012 and 34% vest on February 17, 2013.
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(
2)
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Reflects payment of tax liability by withholding shares of stock incident to vesting of restricted stock previously issued.
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(
3)
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Balance reflects the most current data available with regard to holdings in the 401(k) Plan.
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(
4)
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Balance reflects the reporting person's holdings in the Hudson Highland Group, Inc. Employee Stock Purchase Plan as of the date of this filing.
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(
5)
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Grant to reporting person of option to buy shares of common stock under the Hudson Highland Group, Inc. Long Term Incentive Plan. The option vests and becomes exercisable as follows: 50% after 1st anniversary of the date of grant, 75% after 2nd anniversary, and 100% after 3rd anniversary.
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(
6)
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Grant to reporting person of option to buy shares of common stock under the Hudson Highland Group, Inc. Long Term Incentive Plan. The option vests and becomes exercisable as follows: 50% after 3rd anniversary of the date of grant and 100% after 4th anniversary.
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(
7)
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The shares of restricted stock vest as follows: 1/3 upon the 20-day average closing stock price of HHGP reaching each of $6.00, $9.00 and $12.00.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GRAY RICHARD S
HUDSON HIGHLAND GROUP, INC.
560 LEXINGTON AVENUE
NEW YORK, NY 10022
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Senior Vice President
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Signatures
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/s/ John K. Wilson, Attorney-in-Fact
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2/9/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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