Amended Statement of Beneficial Ownership (sc 13d/a)

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

2,158,316 (1)

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

2,548,314 (2)

SHARED DISPOSITIVE POWER

0

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Act of 1934

(Amendment No. 1)*

MASTECH DIGITAL, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

57633B100

(CUSIP Number)

John J. Cronin, Jr.

Chief Financial Officer and Corporate Secretary

Mastech Digital, Inc.

1305 Cherrington Parkway Building 210, Suite 400

Moon Township, Pennsylvania 15108

(412) 787-2100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 8, 2020

(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 ☐.

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.

*	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).


CUSIP No. 57633B100		SCHEDULE 13D


1		NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Sunil Wadhwani
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	Consists of 857,144 shares of Common Stock held by The Revocable Declaration of Trust of Sunil Wadhwani, of which Mr. Wadhwani is the primary beneficiary. Also consists of 1,307,172 shares of Common Stock owned directly by Mr. Wadhwani.

(2)

Consists of 303,332 shares of Common Stock owned directly by Wadhwani Partners No. 1 LP and indirectly by the Reporting Person as majority-in-interest general partner of such partnership and 86,666 shares of Common Stock owned directly by Wadhwani Partners No. 2 LP and indirectly by the Reporting Person as majority-in-interest general partner of such partnership. Also consists of the shares referenced in note (1) above.

(3)	Based on 11,378,749 shares of Common Stock outstanding as of July 31, 2020.

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to the Common Stock, par value $0.01 per share (the “Common Stock”) of Mastech Digital, Inc., a Pennsylvania corporation (the “Issuer”). This Amendment is filed by the Reporting Person to amend the Schedule 13D which was originally filed on July 21, 2017 (the “Schedule 13D”).

This Amendment is being filed to amend Items 3,4,5 and 7 of the Schedule 13D as set forth below.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

In connection with estate planning transactions, 859,000 shares of Common Stock (the “Shares”) were transferred, assigned and delivered by the Reporting Person to the Sunil Wadhwani 2020 Exempt Family Trust (the “Trust”) on September 8, 2020. No consideration was paid in connection with the transfer of the Shares.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

The Shares were transferred, assigned and delivered to the Trust by the Donor for estate planning purposes.

Item 5. Interest in Securities of the Issuer.

Item 5(a) and (b) of the Schedule 13D is amended as follows:

(a) As of the date hereof, the Reporting Person beneficially owns 2,548,314 Shares, which represent approximately 22.4% of the issued and outstanding Shares. This percentage calculation is based on a total number of outstanding Shares of 11,378,749 as of July 31, 2020, as reported by the Issuer in the Quarterly Report on form 10-Q for the quarterly period ended June 30, 2020.

(b) The Reporting Person has sole voting and sole dispositive power with regard to 2,158,316 of the Shares described in Item 5(a) above. The Reporting Person also has sole dispositive and no voting power with regard to (i) 303,332 of the Shares, which are owned directly by Wadhwani Partners No. 1 LP and indirectly by the Reporting Person as majority-in-interest general partner of such partnership, and (ii) 86,666 of the Shares, which are owned directly by Wadhwani Partners No. 2 LP and indirectly by the Reporting Person as majority-in-interest general partner of such partnership.

Item 7. Materials to be filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

99.1

Deed of Gift, dated September 4, 2020, executed by Sunil Wadhwani in favor of the Sunil Wadhwani 2020 Exempt Family Trust

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.

DATE: September 8, 2020

/s/ Sunil Wadhwani

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