SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

COMPUTER TASK GROUP, INCORPORATED

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

205477102

(CUSIP Number)

James M. Lindstrom

AGS SPV I, LLC

330 Railroad Ave., 2nd Floor

Greenwich, Connecticut 06830

(203) 979-4607

Evan Wax

Wax Asset Management, LLC

44 Cherry Lane

Madison, Connecticut 06443

(203) 941-0111

With a copy to:

Stuart Welburn

Corby J. Baumann

Thompson Hine LLP

335 Madison Avenue, 12th Floor

New York, New York 10017

(212) 344-5680

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

September 14, 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).

This Amendment No. 4 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 4”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on August 28, 2019 (as amended, the “Statement”) with respect to the common stock, $0.01 par value per share (the “Common Stock”), of Computer Task Group, Incorporated, a New York corporation (the “Issuer”). Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings set forth in the Statement. Except as amended and supplemented by this Amendment No. 4, the Statement remains unchanged.

Item 4. Purpose of Transaction.

Item 4 of the Statement is hereby amended by adding the following before the last four paragraphs in Item 4:

On September 14, 2020, AGS and WAM sent a letter (the “September 14, 2020 Letter”) to the Board of Directors of the Issuer in response to the Issuer’s Form 8-K and press release dated September 10, 2020. AGS and WAM additionally filed a press release announcing the September 14, 2020 Letter. The foregoing descriptions of the September 14, 2020 Letter and related press release are qualified in their entirety by reference to the full text of the September 14, 2020 Letter and press release, copies of which are attached hereto as Exhibit 99.4 and Exhibit 99.5, respectively, and are incorporated herein by reference.

Important Notice: The September 14, 2020 Letter and press release do not in any way constitute a proxy solicitation, which may be undertaken only pursuant to a definitive written proxy statement or an applicable exemption from the proxy statement requirements. The Reporting Persons believe that all stockholders should make independent decisions regarding the election of directors and the other matters to be voted upon at the Annual Meeting.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Statement is hereby amended and restated in its entirety as follows:

The response to Item 4 is incorporated herein by reference. Other than as disclosed in this Item 6, there are no other contracts, arrangements, understandings or relationships between the Reporting Persons and any person with respect to securities of the Issuer.

The Reporting Persons have an informal oral agreement to act as a group for purposes of Regulation 13D solely with respect to the Common Stock of the Issuer. Except as otherwise set forth in this Statement, the Reporting Persons expressly disclaim beneficial ownership of any of the shares of Common Stock, and the filing of this Statement shall not be construed as an admission that, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, any Reporting Person is a beneficial owner of any such shares. Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 4, which agreement is set forth on the signature page to this Statement.

Item 7. Material to Be Filed as Exhibits.

Item 7 of the Statement is hereby amended to add the following exhibits:

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

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 this Statement on Schedule 13D with respect to the Common Stock of the Issuer.

Dated: September 14, 2020

Exhibit 99.4

September 14 , 2020

Board of Directors

Computer Task Group, Incorporated

(“CTG” or the “Company”)

800 Delaware Avenue

Buffalo, NY 14209

Attn: Daniel Sullivan, Chairman of the Board

Dear Board of Directors:

We are long-term owners and seek to ensure that the companies in which we invest act with integrity and accountability for all stakeholders. Over the last year, we have communicated discrepancies, errors and suggestions to the Board and Audit Committee. Unfortunately, we have not experienced acknowledgement of error or corrective action. We believe there is a pattern of a lack of accountability at the Board level, particularly within governance and capital allocation practices. Most recently the Company issued a press release on September 10, 2020¹ in response to our recent letter to the Board² with statements that illustrated this pattern:

“Our dynamic business generates solid and consistent free cash flow. In recent years, with the support of numerous CTG investors, the Company has developed a program to return excess capital to shareholders in a tax-free manner under a robust share repurchase authorization.”

The Company appears to hope that selective, acquisition-fueled, non-GAAP metrics in its communications will be enough to avoid the transparency, accountability and capital allocation and digital transformation leadership that stakeholders deserve from a Company that has spent $32 million on acquisitions since 2018 and $38.5 million on share repurchases since 2013. Our concern is that we do not see evidence that the Board acknowledges a need to meet these expectations.

We believe the Company’s quality assurance, data governance and application solutions offer the potential to generate value for stakeholders. However, without the Board acknowledging the need for improvements in capital allocation, digital transformation and governance, the next generation of investors, IT professionals and clients may pass the Company by. We expect the Board to make the necessary changes to ensure the next five years are not like the last five years for the Company’s stakeholders.

Sincerely,

Important Notice: This letter does not in any way constitute a proxy solicitation, which may be undertaken only pursuant to a definitive written proxy statement or an applicable exemption from the proxy statement requirements. AGS and Wax Asset Management believe that all stockholders should make independent decisions regarding the election of directors and the other matters to be voted upon at the annual meeting.

Exhibit 99.5

FOR IMMEDIATE RELEASE

ASSURANCE GLOBAL SERVICES AND WAX ASSET MANAGEMENT

ISSUE RESPONSE TO COMPUTER TASK GROUP

GREENWICH, CT, September 14, 2020 – Assurance Global Services LLC (“AGS”) and Wax Asset Management, LLC (“WAM”) sent a letter (the “Letter”) to the Board of Directors of Computer Task Group, Incorporated, a New York corporation (Nasdaq: CTG) (the “Company”), in response to the Company’s Form 8-K and press release dated September 10, 2020. A copy of AGS and WAM’s response to the Company was filed as Exhibit 99.4 to Amendment No. 4 to the Schedule 13D of AGS and WAM filed on September 14, 2020, with respect to the common stock of the Company, which may be obtained free of charge at the SEC’s website (http://www.sec.gov).

Important Notice

The Letter and this press release do not in any way constitute a proxy solicitation, which may be undertaken only pursuant to a definitive written proxy statement or an applicable exemption from the proxy statement requirements. AGS and WAM believe that all stockholders should make independent decisions regarding the election of directors and the other matters to be voted upon at the Company’s Annual Meeting of Shareholders.

About AGS and WAM

AGS is a value-oriented, operations-focused private and public investment firm.

WAM is an investment advisory firm that engages in the acquisition and disposition of investments.

Contacts

AGS: James M. Lindstrom, (203) 979-4607

WAM: Evan Wax, (203) 941-0111