ASURE SOFTWARE INC — Director's Dealing 2015

Apr 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASURE SOFTWARE INC (ASUR)
CIK: 0000884144
Period of Report: 2015-03-31

Reporting Person: Sandberg David (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-31	Stock Options (Right to Buy)	$5.76	A	5000	Acquired	2020-03-31	Common Stock ($0.01 par value) (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Asure Software, Inc. Common Stock ($0.01 par value)	752970	Indirect
Asure Software, Inc. Common Stock ($0.01 par value)	20415	Direct

Footnotes

F1: David Sandberg, as the managing member of Red Oak Partners, LLC, may be deemed to beneficially own the 752,970 shares of Common Stock beneficially owned by Red Oak Partners through The Red Oak Long Fund, LP, a Delaware limited partnership (the "Long Fund"), the direct owner of the subject securities. David Sandberg is also the Long Fund's portfolio manager.

F2: 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.

F3: Such options shall vest over a 3 year period following issuance such that 1/3 of the shares shall vest on 3/31/2016 and an additional 8.33% shall vest each three (3) months thereafter.