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ACCESS Newswire Inc. — Director's Dealing 2014
Nov 18, 2014
34674_dirs_2014-11-17_2cf8e13d-eb1d-4bf4-b06c-6acc06229025.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: ISSUER DIRECT CORP (ISDR)
CIK: 0000843006
Period of Report: 2014-11-13
Reporting Person: Red Oak Partners, LLC (10% Owner)
Reporting Person: Sandberg David (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2014-11-13 | Common Stock | C | 86493 | $3.99 | Acquired | 86493 | Indirect |
| 2014-11-13 | Common Stock | C | 38024 | $3.99 | Acquired | 38024 | Indirect |
| 2014-11-13 | Common Stock | C | 90193 | $3.99 | Acquired | 90193 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Options to Purchase Common Stock, par value $0.001 | $8.25 | Common Stock (40000) | 40000 | Indirect | |
| 8% Convertible Secured Promissory Note | $3.99 | Common Stock (168270) | 168270 | Indirect | |
| 8% Convertible Secured Promissory Note | $3.99 | Common Stock (73976) | 73976 | Indirect | |
| 8% Convertible Secured Promissory Note | $3.99 | Common Stock (175467) | 175467 | Indirect |
Footnotes
F1: Red Oak Partners, LLC ("ROP") serves as the general partner of The Red Oak Fund, LP, a Delaware limited partnership (the "Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Fund's portfolio manager.
F2: ROP serves as a managing member of Pinnacle Partners, LLC, a Colorado limited liability company ("Pinnacle Partners"). Pinnacle Partners is the general partner of Pinnacle Opportunities Fund, LP, a Delaware limited partnership ("Pinnacle Fund"), the direct owner of the subject securities.
F3: ROP serves as the general partner of The Red Oak Long Fund, LP, a Delaware limited partnership (the "Long Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Long Fund's portfolio manager.
F4: Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
F5: Common Stock was acquired by converting Convertible Notes previously held along with accrued and unpaid interest relating to the Convertible Notes, all at a conversion price of $3.99 per share of Common Stock.
F6: On August 22, 2013, the Reporting Person was granted options to purchase 40,000 shares of the Company's common stock, par value $0.001, which shall vest quarterly over four years so long as the Reporting Person remains a member of the Company's Board of Directors. The exercise price of such options is $8.25 and the options shall be exercisable for a period of five years from the date of issuance.
F7: Red Oak Partners, LLC holds an indirect interest in a $1,666,673 principal amount of 8% Convertible Subordinated Secured Promissory Notes due in 2015 (the "Convertible Note"), which is convertible as of the filing date of this Form 4 into 417,712 shares of Common Stock at a conversion price of $3.99 per share. The principal office or business address of the Red Oak Fund, Red Oak Partners and David Sandberg is 1969 SW 17th Street, Boca Raton, FL 33486. The principal office or business address of Pinnacle Partners and Pinnacle Fund is 2810 North Speer Boulevard, Denver, CO 80211.