ISG - Information Services Group Inc.

06/04/2025 | Press release | Distributed by Public on 06/04/2025 18:05

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CONNORS MICHAEL P
2. Issuer Name and Ticker or Trading Symbol
Information Services Group Inc. [III]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHAIRMAN & CEO
(Last) (First) (Middle)
2187 ATLANTIC STREET
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2025
(Street)
STAMFORD, CT 06902
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Shares of Common Stock 06/01/2025 F(1) 58,528 D $4.72 5,430,212 D
Shares of Common Stock 06/02/2025 A(2) 103,520 A $4.83 5,533,732 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Based RSUs (3) 06/02/2025 A 372,670 (3) 06/02/2028 Common Stock 372,670 $ 0 372,670 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CONNORS MICHAEL P
2187 ATLANTIC STREET
STAMFORD, CT 06902
X X CHAIRMAN & CEO

Signatures

/s/ Michael A. Sherrick, Attorney-in-Fact 06/04/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents deemed disposition of shares of common stock to the Issuer as a result of withholding of shares of common stock to satisfy tax withholding obligations in connection with vesting of RSUs issued in accordance with Rule 16b-3.
(2) Represents restricted stock units (RSUs) granted to the reporting person pursuant to the Information Services Group, Inc. Amended and Restated 2007 Equity and Incentive Award Plan, which will vest in 4 equal installments on each of the first, second, third and fourth anniversaries of June 2, 2025.
(3) Represents a grant of RSUs that may be earned based on achievement of certain market price goals, which will be measured at the average closing price of the issuer's common stock over the forty-five-trading-day period prior to and including the third anniversary of the date of grant. 50% of the number of RSUs reported above will be earned if the measured market price is $5.00, 75% of the RSUs will be earned if the measured market price is $6.00 and 100% of the RSUs will be earned if the measured market price is $7.00 or above, with interpolation of the number of earned RSUs between these share price points. In addition, if the measured market price meets or exceeds $7.00 at any time before and including the third anniversary of the award, 100% of the RSUs will be earned. Unearned RSUs will be canceled. Market price goals are subject to adjustment for stock splits and certain other corporate events. Once determined, any such earned RSUs will be fully vested.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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