ASURE SOFTWARE INC — Director's Dealing 2018

Jun 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASURE SOFTWARE INC (ASUR)
CIK: 0000884144
Period of Report: 2018-06-18

Reporting Person: ISYSTEMS HOLDINGS, LLC (10% Owner)
Reporting Person: SILVER OAK SERVICES PARTNERS, LLC (10% Owner)
Reporting Person: SILVER OAK MANAGEMENT II, L.P. (10% Owner)
Reporting Person: SILVER OAK SERVICES PARTNERS II, L.P. (10% Owner)
Reporting Person: SILVER OAK ISYSTEMS, LLC (10% Owner)
Reporting Person: BARR GREGORY M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-18	Common Stock, par value $0.01	S	500000	$16.45	Disposed	1026332	Indirect

Footnotes

F1: Represent shares of Asure Software Inc.'s (the "Issuer") common stock sold in an underwritten secondary offering.

F2: Represents the sale price to the underwriters in the secondary offering of $16.45 per share.

F3: These shares are held directly by iSystems Holdings, LLC. ("Holdings"). Silver Oak iSystems, LLC ("iSystems LLC") is the owner of a controlling interest in Holdings and has the right to appoint a majority of the managers of Holdings. Silver Oak Services Partners II, L.P. ("SOSP II") is the sole member of iSystems LLC. Silver Oak Management II, L.P. ("SOM II") is the general partner of SOSP II. Silver Oak Services Partners, LLC ("SOSP LLC") is the general partner of SOM II. Daniel M. Gill and Gregory M. Barr are the sole members of SOSP LLC, each owning a 50% interest in SOSP LLC, who acting together, have the power to direct the decisions of SOSP II regarding the vote and disposition of securities held directly by Holdings.

F4: (Continued from footnote 3) Consequently, iSystems LLC, SOSP II, SOM II, SOSP LLC, Mr. Gill and Mr. Barr may be deemed to be an indirect beneficial owner of the shares held directly by Holdings. iSystems LLC, SOSP II, SOM II, SOSP LLC, Mr. Gill and Mr. Barr expressly disclaim beneficial ownership of shares held directly by Holdings, except to the extent of their respective pecuniary interests therein.

F5: As a result of this transaction, Holdings, iSystems LLC, SOSP II, SOM II, SOSP LLC and Mr. Barr have direct or indirect ownership of the Issuer of less than 10% and are no longer subject to Section 16 reporting with respect to the Issuer. Mr. Gill continues to be subject to Section 16 reporting in his capacity as a Director of the Issuer. Mr. Gill is filing a separate Form 4 for this transaction.