UNITED STATES
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
§ 240.13d-2(a)
(Amendment No. 2)1
GEE Group
Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
36165A102
(CUSIP Number)
DAVID SANDBERG
RED OAK PARTNERS, LLC
40 SE 5th Street, Suite 502
Boca Raton, FL 33432
(212) 614-8952
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 9, 2023
(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 x.
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.
_______________
1 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).
| 1 |
NAME OF REPORTING PERSON
The Red Oak Fund, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
6,057,244 |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - |
| 10 |
SHARED DISPOSITIVE POWER
6,057,244 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,057,244 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% |
| 14 |
TYPE OF REPORTING PERSON
PN |
| 1 |
NAME OF REPORTING PERSON
The Red Oak Long Fund, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
3,895,431 |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - |
| 10 |
SHARED DISPOSITIVE POWER
3,895,431 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,895,431 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% |
| 14 |
TYPE OF REPORTING PERSON
PN |
| 1 |
NAME OF REPORTING PERSON
Red Oak Partners, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
9,952,675 |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - |
| 10 |
SHARED DISPOSITIVE POWER
9,952,675 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,952,675 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
| 14 |
TYPE OF REPORTING PERSON
OO |
| 1 |
NAME OF REPORTING PERSON
David Sandberg |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
| 8 |
SHARED VOTING POWER
9,952,675 |
| 9 |
SOLE DISPOSITIVE POWER
- 0 - |
| 10 |
SHARED DISPOSITIVE POWER
9,952,675 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,952,675 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% |
| 14 |
TYPE OF REPORTING PERSON
IN |
This Amendment No. 2 (“Amendment
No. 2”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Red Oak Partners, LLC on March
30, 2023, as amended by amendment 1 (as amended, the “Schedule 13D”) relating to the Common Stock, no par value of Gee Group
Inc., an Illinois corporation (the “Issuer”). The principal executive offices of the Issuer are located at 7751 Belfort Parkway,
Suite 150, Jacksonville, Florida 32256. Except as specifically amended and supplemented by this Amendment No. 2, all other provision
of the Schedule 13D remain in full force and effect. Unless otherwise indicated, each capitalized term used but not defined herein shall
have the meaning assigned to such term in the Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 is hereby amended and restated to read
as follows:
(a)-(c) and (f) The names of the persons filing this
Statement (the “Reporting Persons”) are:
The Red Oak Fund, LP, a Delaware limited partnership
(“Red Oak Fund”);
The Red Oak Long Fund, LP, a Delaware limited partnership
(“Red Oak Long Fund”);
Red Oak Partners, LLC, a Florida limited liability
company (“Red Oak Partners”); and
David Sandberg, as the controlling member of
Red Oak Partners.
This Statement is being filed by David Sandberg,
the controlling member of Red Oak Partners, which manages each of Red Oak Fund and Red Oak Long Fund (each a “Fund” and,
collectively, the “Funds”). The Funds are private investment vehicles formed for the purpose of investing and trading in
a wide variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement. Each of
the filers hereto disclaims beneficial ownership with respect to any shares other than shares owned directly by such filer.
The principal office or business address of
the Funds, Red Oak Partners and Mr. Sandberg is 40 SE 5th Street, Suite 502, Boca Raton, FL 33432.
Mr. Sandberg is a citizen of the United States
of America.
(d)-(e) During the last five
years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
to add the following:
Effective
August 9, 2023, Red Oak Partners entered into a cooperation agreement (the “Cooperation Agreement”) with the Issuer. Under
the terms of the Cooperation Agreement, Red Oak Partners has permanently rescinded its nominations and proposals for the Issuer’s
upcoming 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), and has agreed to these and other terms as detailed
in the Cooperation Agreement filed by the Issuer with the United States Securities and Exchange Commission on August 14, 2023.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby
amended and restated to read as follows:
(a) The
aggregate percentage of the Issuer’s outstanding shares of Common Stock reported owned by each Reporting Person is based on 113,145,730
shares of common stock outstanding at August 11, 2023, as reported by the Issuer on its Form 10-Q, filed with the United States Securities
and Exchange Commission on August 14, 2023. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common
Stock other than the shares owned directly and of record by such Reporting Person.
Red Oak Partners beneficially owns 9,952,675
shares of Common Stock, representing 8.8% of all the outstanding shares of Common Stock. The Funds are each controlled by Red Oak Partners.
Therefore, Red Oak Partners may be deemed to beneficially own (i) the 6,057,244 shares of Common Stock held by the Red Oak Fund, and
(ii) the 3,895,431 shares of Common Stock held by the Red Oak Long Fund.
Mr. Sandberg, as the managing member of Red
Oak Partners may be deemed to beneficially own the 9,952,675 shares of Common Stock beneficially owned by Red Oak Partners through the
Funds, representing 8.8% of all the outstanding shares of Common Stock.
Red Oak Fund may be deemed to beneficially
own 6,057,244 shares of Common Stock, representing 5.4% of all the outstanding shares of Common Stock. Red Oak Long Fund may be deemed
to beneficially own 3,895,431 shares of Common Stock, representing 3.4% of all the outstanding shares of Common Stock.
(b) Each
of Red Oak Partners and Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 6,057,244 shares
of Common Stock held by the Red Oak Fund, and (ii) the 3,895,431 shares of Common Stock held by the Red Oak Long Fund. No Fund shares
with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.
(c) None of the Reporting Persons have
entered into any transactions in shares of Common Stock during the past sixty (60) days.
(d) Not applicable.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
The relationships between Mr. Sandberg, Red Oak
Partners and the Funds are described above under Item 2.
SIGNATURES
After reasonable inquiry and
to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: August 15, 2023
| |
RED OAK PARTNERS, LLC |
| |
|
| |
By: |
/s/ David Sandberg |
| |
|
Name: |
David Sandberg |
| |
|
Title: |
Managing Member |
| |
THE RED OAK FUND, L.P. |
| |
|
| |
By: |
RED OAK PARTNERS, LLC, its general partner |
| |
|
|
| |
By: |
/s/ David Sandberg |
| |
|
Name: |
David Sandberg |
| |
|
Title: |
Managing Member |
| |
THE RED OAK LONG FUND, L.P. |
| |
|
| |
By: |
RED OAK PARTNERS, LLC, its general partner |
| |
|
|
| |
By: |
/s/ David Sandberg |
| |
|
Name: |
David Sandberg |
| |
|
Title: |
Managing Member |
| |
By: |
/s/ David Sandberg |
| |
|
David Sandberg |
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