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1
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NAME OF REPORTING PERSONS
Christopher J. Galvin
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
796,500
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
796,500
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
796,500
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.6%
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12
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TYPE OF REPORTING PERSON
CO, IN
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CUSIP
No. 416196202
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SCHEDULE 13G/A
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Page 5
of 9 Pages
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Item 1.
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(a) Name of Issuer
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Harte
Hanks, Inc.
Item 1.
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(b) Address of Issuer’s Principal
Executive Offices
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2800
Wells Branch Parkway
Austin, Texas 78728
Item 2.
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(a, b, c) Names of Person Filing, Address
of
Principal
Business Office, Citizenship:
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Westerly
Capital Management, LLC, a Delaware limited liability company located at 201 Mission Street, Suite 580 San Francisco, CA
94105.
Westerly
Holdings LLC, a Delaware limited liability company located at 201 Mission Street, Suite 580 San Francisco, CA 94105.
Christopher
J. Galvin, a United States citizen located at 201 Mission Street, Suite 580 San Francisco, CA 94105.
This
Statement relates to Common Stock (as defined herein) held for the accounts of Westerly Partners, L.P., a Delaware
limited partnership, and Westerly Partners QP, L.P., a Delaware limited partnership. Westerly Capital Management, LLC serves
as investment manager and Westerly Holdings LLC serves as the general partner to Westerly Partners, L.P. and Westerly
Partners QP, L.P. Mr. Galvin is a managing member of Westerly Capital Management, LLC and Westerly Holdings LLC.
Item 2.
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(d) Title of Class of Securities
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Common
Stock, $1 par value (the “Common Stock”)
416196202
CUSIP No. 416196202
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SCHEDULE 13G/A
|
Page 6
of 9 Pages
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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:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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);
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(j)
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¨
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP
No. 416196202
|
SCHEDULE 13G/A
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Page
7 of 9 Pages
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Item
4. Ownership
Information
with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2019, is incorporated by reference to
items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The
amount beneficially owned by each Reporting Person is determined based on 6,300,381 shares of Common Stock
outstanding as of October 15, 2019, as reported in the Form 10-Q for the quarterly period ended September 30, 2019 filed
with the SEC on November 12, 2019.
Item
5. Ownership of Five 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 [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
See
disclosure in Items 2 and 4 hereof. Certain funds listed in Item 2(a) are known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock covered by this Statement that may
be deemed to be beneficially owned by the Reporting Persons.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
See disclosure in Item 2 hereof.
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.
CUSIP No. 416196202
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SCHEDULE 13G/A
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Page
8 of 9 Pages
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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: January 8, 2020
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Westerly Capital Management, LLC
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By:
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/s/
Christopher J. Galvin
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Christopher J. Galvin, Managing Member
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Westerly Holdings LLC
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By:
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/s/
Christopher J. Galvin
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Christopher J. Galvin, Managing Member
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Christopher J. Galvin
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By:
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/s/
Christopher J. Galvin
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The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.