| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ISSUER DIRECT CORP [ ISDR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/08/2018 | M | 19,779(1) | A | $7.76 | 41,112 | D | |||
| Common Stock | 03/08/2018 | S | 9,227(1) | D | $16.63(2) | 31,885 | D | |||
| Common Stock | 03/09/2018 | M | 221(1) | A | $7.76 | 32,106 | D | |||
| Common Stock | 03/09/2018 | S | 4,012(1)(3) | D | $16.21(4) | 28,094 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options to Purchase Common Stock | $7.76 | 03/08/2018 | M | 19,779 | 10/02/2015 | 10/02/2018 | Common Stock | 19,779(1) | $0 | 221 | D | ||||
| Options to Purchase Common Stock | $7.76 | 03/09/2018 | M | 221 | 10/02/2015 | 10/02/2018 | Common Stock | 221 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 is being filed to report the exercise of a non-statutory stock option for a total of 20,000 shares of Common Stock, with 19,779 shares being acquired on March 8, 2018 and 221 shares being acquired on March 9, 2018. The stock option was initially granted to the Reporting Person on October 2, 2013 for an aggregate of 40,000 shares of Common Stock at an exercise price of $7.76 per share (the "Initial Option"). Simultaneously with the exercise of the stock option, the Reporting Person sold (i) 9,227 shares of Common Stock on March 8, 2018 in the open market at a weighted average price of $16.63 per share in order to pay for option exercise price of $153,485 and (ii) 104 shares of Common Stock on March 9, 2018 in the open market at a weighted average price of $16.47 per share in order to pay for option exercise price of $1,715. As a result of these transactions, the Reporting Person, on a net basis, acquired ownership of 10,661 shares of Common Stock. The Reporting Person no longer has any shares of Common Stock exercisable under the Initial Option. |
| 2. The $16.63 represents a weighted average price. The price range of such transactions was $16.50 to $16.85. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price. |
| 3. The Reporting Person sold 3,908 of these shares in order to pay income taxes relating to the exercise of stock options as more fully described in Footnote 1 above. |
| 4. The $16.21 represents a weighted average price. The price range of such transactions was $16.05 to $16.475. The Reporting Person undertakes to provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares sold at each separate price. |
| /s/ William H. Everett | 03/12/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||