Filing Details

Accession Number:
0001325533-15-000001
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-01-21 19:13:06
Reporting Period:
2015-01-20
Filing Date:
2015-01-21
Accepted Time:
2015-01-21 19:13:06
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
843006 Issuer Direct Corp ISDR Commercial Printing (2750) 261331503
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1325533 Red Oak Partners, Llc 1969 Sw 17Th Street
Boca Raton FL 33486
No No Yes No
1423093 David Sandberg 1969 Sw 17Th Street
Boca Raton FL 33486
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2015-01-20 3,000 $10.00 87,193 No 4 S Indirect By Pinnacle Opportunities Fund, LP directly
Common Stock Acquisiton 2015-01-21 3,000 $10.39 90,193 No 4 P Indirect By Pinnacle Opportunities Fund, LP directly
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect By Pinnacle Opportunities Fund, LP directly
No 4 P Indirect By Pinnacle Opportunities Fund, LP directly
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 86,493 Indirect By The Red Oak Fund, L.P. directly
Common Stock 38,024 Indirect By The Red Oak Long Fund, L.P. directly
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Options to Purchase Common Stock, par value $0.001 $8.25 40,000 40,000 Indirect
Common Stock 8% Convertible Secured Promissory Note $3.99 168,270 168,270 Indirect
Common Stock 8% Convertible Secured Promissory Note $3.99 73,976 73,976 Indirect
Common Stock 8% Convertible Secured Promissory Note $3.99 175,467 175,467 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
40,000 40,000 Indirect
168,270 168,270 Indirect
73,976 73,976 Indirect
175,467 175,467 Indirect
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. This transaction was executed in multiple trades at prices ranging from $10.32 to $10.42. The price reported in Column 4 of Table I reflects the weighted average purchase price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which each of the individual transactions was effected.
  6. These shares were sold due to a trading error. The reporting persons entered a good-till-cancelled order to sell the shares at a limit price of $10 on December 17, 2014, during the Company's open trading window, with the intention to cancel the order prior to the start of the Company's blackout on December 24, 2014. The order remained inadvertently live after the blackout initiated and executed when the security reached the limit price in the open market.
  7. As per guidance from the Company's counsel, the reporting persons immediately bought back the shares sold the previous day in order to correct the trading error. The result of the buy back of the shares was a net loss of $1,162 to the reporting persons.
  8. 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.
  9. 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.