Amended Statement of Ownership (sc 13g/a)
February 16 2016 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
Mastech Holdings, Inc.
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(Name of Issuer)
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Common Stock, $.01 par value per share
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(Title of Class of Securities)
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December 31, 2015
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(Date of Event Which Requires Filing
of this Statement)
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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 the
disclosures provided in a prior cover page.
The
information required in 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
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.
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57633B100
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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AB
Value Partners, L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [_]
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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
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Delaware
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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
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0
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6.
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SHARED
VOTING POWER
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91,174
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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91,174
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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91,174
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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2.10%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP
No.
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57633B100
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|
|
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1.
|
NAME
OF REPORTING PERSONS
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|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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AB
Value Management LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [_]
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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
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New
Jersey
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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
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0
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6.
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SHARED
VOTING POWER
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216,736
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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216,736
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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216,736
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10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.98%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP
No.
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57633B100
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|
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1.
|
NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Andrew
Berger
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) [_]
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(b) [_]
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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
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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
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0
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6.
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SHARED
VOTING POWER
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216,736
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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216,736
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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216,736
|
|
|
|
|
10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
(SEE INSTRUCTIONS)
|
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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4.98%
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Item
1.
(a). Name of Issuer:
Mastech Holdings, Inc.
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(b).
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Address
of Issuer's Principal Executive Offices:
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1305
Cherrington Parkway, Building 210, Suite 400
Moon
Township, PA 15108
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Item
2.
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(a).
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Name
of Person Filing:
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AB Value
Partners, L.P., a Delaware limited partnership (“AB Value Partners”), AB
Value Management LLC, a New Jersey limited liability company (“AB Value
Management”), and Andrew Berger (“Mr. Berger”). AB Value
Management is the investment manager of AB Value Partners and a managed
account (the “Managed Account”). AB Value Management and Andrew Berger
have shared voting and dispositive power over the securities held by AB Value
Partners and the Managed Account. Mr. Berger is the sole managing
member of AB Value Management.
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(b).
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Address
of Principal Business Office, or if None, Residence:
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The
business address of each of AB Value Partners, AB Value Management, and
Mr. Berger is: 84 Elm Street, Westfield, NJ 07090.
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(c).
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Citizenship:
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AB
Value Partners is organized under the laws of the State of Delaware. AB Value
Management is organized under the laws of the State of New Jersey. Mr. Berger
is a citizen of the United States of America.
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(d).
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Title
of Class of Securities:
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Common
Stock, $.01 par value per share
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(e).
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CUSIP
Number:
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57633B100
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Item
3.
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If
This Statement is filed pursuant to ss.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 Exchange Act (15 U.S.C. 78c).
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(b)
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[_]
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Bank
as defined in Section 3(a)(6) of the Exchange 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 Exchange 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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[_]
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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 Rule
13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association 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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Group,
in accordance with s.240.13d-1(b)(1)(ii)(J).
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item 1.
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AB Value
Partners, L.P.
(a)
Amount beneficially owned:
91,174 Shares
(b)
Percent of class:
2.10% (based
upon approximately 4,350,000 shares of the registrant’s Common Stock, par value
$.01 per share, outstanding as of December 31, 2015, as reported in the
Issuer’s Fourth Quarter 2015 Results filed with the Securities and Exchange
Commission on February 3, 2016).
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote
0 Shares
(ii)
Shared power to vote or to direct the vote
91,174 Shares
(iii)
Sole power to dispose or to direct the disposition of
0 Shares
(iv)
Shared power to dispose or to direct the disposition of
91,174 Shares
AB Value
Management LLC
(a)
Amount beneficially owned:
216,736 Shares*
(b)
Percent of class:
4.98% (based
upon approximately 4,350,000 shares of the registrant’s Common Stock, par value
$.01 per share, outstanding as of December 31, 2015, as reported in the
Issuer’s Fourth Quarter 2015 Results filed with the Securities and Exchange
Commission on February 3, 2016).
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote
0 Shares
(ii)
Shared power to vote or to direct the vote
216,736 Shares*
(iii)
Sole power to dispose or to direct the disposition of
0 Shares
(iv)
Shared power to dispose or to direct the disposition of
216,736 Shares*
____________________
* Consists of
the Shares owned directly by AB Value Partners and the Managed Account.
Mr. Berger
(a)
Amount beneficially owned:
216,736 Shares*
(b)
Percent of class:
4.98% (based
upon approximately 4,350,000 shares of the registrant’s Common Stock, par value
$.01 per share, outstanding as of December 31, 2015, as reported in the
Issuer’s Fourth Quarter 2015 Results filed with the Securities and Exchange
Commission on February 3, 2016).
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or to direct the vote
0 Shares
(ii)
Shared power to vote or to direct the vote
216,736 Shares*
(iii)
Sole power to dispose or to direct the disposition of
0 Shares
(iv)
Shared power to dispose or to direct the disposition of
216,736 Shares*
____________________
* Consists of
the Shares owned directly by AB Value Partners and the Managed Account.
As the manager
of each of AB Value Partners and the Managed Account, AB Value Management may
be deemed to be the beneficial owner of the Shares owned directly by the AB
Value Partners and the Managed Account. As the managing member of AB
Value Management, Mr. Berger may be deemed to be the beneficial owner of the
Shares owned directly by AB Value Partners and the Managed Account.
Item
5.
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Ownership
of Five Percent or Less of a Class.
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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].
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another Person.
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IItem
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
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IItem
8.
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Identification
and Classification of Members of the Group.
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IItem
9.
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Notice
of Dissolution of Group.
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Item
10.
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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.
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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: February
12, 2016
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AB
Value Partners, L.P.
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By:
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AB
Value Management LLC
General
Partner
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By:
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/s/
David Polonitza
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Name:
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David
Polonitza
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Title:
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Chief
Operating Officer
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AB
Value Management LLC
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By:
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/s/
David Polonitza
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Name:
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David
Polonitza
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Title:
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Chief
Operating Officer
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/s/
David Polonitza
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Name:
David Polonitza as attorney-in-fact for Andrew Berger
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Exhibit 99.1
JOINT FILING
AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of a Statement on Schedule 13G dated February 13, 2015
(including amendments thereto) with respect to the Common Stock of Mastech Holdings,
Inc. This Joint Filing Agreement shall be filed as an Exhibit to such
Statement.
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AB
Value Partners, L.P.
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By:
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AB
Value Management LLC
General
Partner
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By:
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/s/
David Polonitza
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Name:
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David
Polonitza
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Title:
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Chief
Operating Officer
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AB
Value Management LLC
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By:
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/s/
David Polonitza
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Name:
|
David
Polonitza
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Title:
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Chief
Operating Officer
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/s/
David Polonitza
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Name:
David Polonitza as attorney-in-fact for Andrew Berger
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