UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant to~~Date ~~Section~~of 13Report ~~OR 15~~(d)Date of ~~the~~earliest event reported): November 20, 2017

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2017

STG GROUP, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware	001-36149	~~001~~46-~~36149~~3134302	~~46-3134302~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11091 Sunset Hills Road, Suite 200
Reston, Virginia		20190
(Address of principal executive offices)		(Zip Code)

11091 Sunset Hills Road, Suite 200
Reston, Virginia 20190

(~~703~~Address of Principal Executive Offices) (Zip ~~691-2480~~Code)

(Registrant’s telephone number, including area code: (703) 691-2480

~~Not~~Check ~~Applicable~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~(Former~~¨ ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed since~~425 ~~last~~under ~~report~~the Securities Act (17 CFR 230.425)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 25.0402. ~~Triggering~~Departure ~~Events~~of ~~That~~Directors ~~Accelerate~~ or ~~Increase~~Certain aOfficers; ~~Direct~~Election ~~Financial~~of ~~Obligation~~Directors; orAppointment anof ~~Obligation~~Certain ~~under~~Officers; anCompensatory ~~Off-Balance~~Arrangements ~~Sheet~~of ~~Arrangement~~Certain Officers.

OnResignation ~~November 13, 2017, STG Group, Inc. (the “Company”) received a formal notice~~ of default from MC Admin Co LLC (“MC Admin”) with respect to the Credit Agreement, dated as of November 23, 2015 (the “Credit Agreement”), among the Company, STG Group Holdings, Inc. (“Holdings”), a wholly-owned subsidiary of Holdings, STG, Inc., a wholly-owned subsidiary of Holdings, Access Systems, Incorporated, various lenders, MC Admin, as administrative agent and lead arranger, and PNC Bank, National Association, as collateral agent (the “Collateral Agent”). The notice of default cited the failure of the Company to be in compliance with the financial covenants required by the Credit Agreement as of June 30, 2017 related to the fixed charge coverage ratio, the consolidated EBITDA and senior secured leverage ratio.Directors

~~Pursuant to the~~On ~~Pledge~~November ~~Agreement~~20, ~~with the Collateral Agent~~2017, ~~dated~~Damian asPerl ofnotified ~~November~~STG 23Group, ~~2015~~Inc. (the “~~Pledge Agreement~~Company”) ~~and the appointment by the Collateral Agent~~ of MChis ~~Admin~~resignation asfrom ~~sub-agent~~the onBoard ~~November 13, 2017, MC Admin elected to exercise its rights to~~of ~~vote~~Directors (the ~~shares~~“Board”) of ~~Holdings, a wholly-owned subsidiary of~~ the Company, toeffective ~~remove~~immediately. ~~the~~A ~~directors~~copy of ~~Holdings,~~Mr. ~~and~~Perl’s ~~to elect~~resignation ~~Jarlath~~letter A.is ~~Johnson~~attached ~~and Robert Warshauer~~ as ~~the~~Exhibit ~~new directors of Holdings~~99.1 ~~At the time of these actions, our Board of Directors was in the process of retaining a financial advisor~~ to ~~assist~~this ~~the~~Form ~~Company in a sale process or a debt restructuring~~8-K.

~~The approximate~~On ~~amount~~November 20, 2017, Robert B. Murrett notified the Company of ~~borrowings~~his ~~outstanding~~resignation ~~under~~from the ~~Credit~~Board, ~~Agreement~~effective asimmediately. Mr. Murrett was the chairperson of the ~~date~~Nominating ~~hereof~~and isGovernance ~~$74~~Committee and a member of the Audit Committee,~~003,041~~ the Compensation Committee and the Government Security Committee. A copy of Mr. Murrett’s resignation letter is attached as Exhibit 99.2 to this Form 8-K.

~~Item~~On November 520, 2017, Hon.02 Ronald R. ~~Departure~~Spoehel notified the Company of ~~Directors~~his orresignation ~~Certain~~from ~~Officers;~~the ~~Election~~Board, effective immediately. Mr. Spoehel was the chairperson of ~~Directors;~~the ~~Appointment~~Audit Committee and a member of ~~Certain~~the ~~Officers;~~Compensation ~~Compensatory~~Committee ~~Arrangements~~and the Nominating and Governance Committee. A copy of ~~Certain~~Mr. ~~Officers~~Spoehel’s resignation letter is attached as Exhibit 99.3 to this Form 8-K.

On November 1122, 2017, ~~Charles L~~Hon. ~~Cosgrove,~~David ~~our~~C. ~~Chief~~Gompert ~~Financial Officer,~~notified ~~delivered~~the aCompany ~~notice~~ of his ~~intent~~resignation tofrom ~~resign his position at~~ the ~~Company~~Board, ineffective ~~60 days~~immediately. ~~On November 14, 2017~~ Mr. ~~Cosgrove delivered~~Gompert awas ~~notice~~the chairperson of ~~resignation~~the ~~that~~Compensation ~~superseded~~Committee ~~the~~and ~~notice~~a ~~provided~~member onof ~~November~~the ~~11,~~Nominating ~~2017,~~ and ~~stated~~Governance ~~that~~Committee, ~~his~~the ~~resignation~~Audit ~~from his position~~Committee atand the ~~Company~~Government ~~was~~Security ~~effective~~Committee. ~~immediately,~~A ~~notwithstanding~~copy ~~notice~~of ~~provisions~~Mr. inGompert’s ~~his~~resignation ~~employment~~letter ~~agreement~~is attached as Exhibit 99.4 ~~The~~to ~~November~~this Form ~~14,~~8-K ~~2017~~and ~~letter~~the ~~stated~~correspondence ~~that~~referenced ~~Mr.~~in ~~Cosgrove~~his ~~expected~~resignation toletter ~~continue~~are ~~serving~~attached as an ~~officer~~Exhibits 99.5 and~~/or~~ ~~employee~~99.6 ofto ~~Holdings~~this ~~and~~Form ~~STG, Inc~~8-K.

OnItem ~~November 14, 2017, Phillip E~~9. Lacombe, our President and Chief Operating Officer, delivered a notice of his resignation from his position at the Company, effective immediately, notwithstanding notice provisions in his employment agreement01. ~~Mr.~~Financial ~~Lacombe’s notice~~Statements ~~stated that he expected to continue serving as an officer, director~~ and~~/or~~ ~~employee of Holdings and STG, Inc~~Exhibits.

~~SIGNATURES~~(d) Exhibits

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1	Damian Perl’s Letter of Resignation, dated November 20, 2017.

Exhibit 99.2	Robert B. Murrett’s Letter of Resignation, dated November 20, 2017.

Exhibit 99.3	Hon. Ronald R. Spoehel’s Letter of Resignation, dated November 20, 2017.

Exhibit 99.4	Hon. David C. Gompert’s Letter of Resignation, dated November 22, 2017.

Exhibit 99.5	Letter by Hon. David C. Gompert to Simon Lee and Damian Perl, dated November 21, 2017.

Exhibit 99.6	Email Letter by Hon. David C. Gompert to Simon Lee and Damian Perl, dated November 22, 2017.

	STG GROUP, INC.
Date: November 15, 2017	/s/ Simon S. Lee
	Simon S. Lee
	Chairman of the Board of Directors

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STG GROUP, INC.

	By:	/s/ Simon S. Lee
		Simon S. Lee
		Chairman of the Board of Directors

Date: November 28, 2017

EXHIBIT INDEX

Exhibit No.	Description

99.1	Damian Perl’s Letter of Resignation, dated November 20, 2017.

99.2	Robert B. Murrett’s Letter of Resignation, dated November 20, 2017.

99.3	Hon. Ronald R. Spoehel’s Letter of Resignation, dated November 20, 2017.

99.4	Hon. David C. Gompert’s Letter of Resignation, dated November 22, 2017.

99.5	Letter by Hon. David C. Gompert to Simon Lee and Damian Perl, dated November 21, 2017.

99.6	Email Letter by Hon. David C. Gompert to Simon Lee and Damian Perl, dated November 22, 2017.

Filing Compare · STG Group, Inc.