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ASURE SOFTWARE INC Director's Dealing 2016

Dec 8, 2016

33594_dirs_2016-12-08_6c9ad3b0-6f30-4264-aff4-9fa2c878bf4b.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASURE SOFTWARE INC (ASUR)
CIK: 0000884144
Period of Report: 2016-12-06

Reporting Person: Red Oak Partners, LLC (10% Owner)
Reporting Person: Sandberg David (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-12-06 Common Stock ($0.01 par value) P 190000 $8 Acquired 190000 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock ($0.01 par value) 333890 Indirect
Common Stock ($0.01 par value) 146777 Indirect
Common Stock ($0.01 par value) 272303 Indirect
Common Stock ($0.01 par value) 20415 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 investment advisor to Pinnacle Capital Partners, LLC, a Florida 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: ROP serves as the general partner of The Red Oak Institutional Founders Long Fund, LP, a Delaware limited partnership (the "Founders Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Founders Fund's portfolio manager.

F5: 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.