0001325533-13-000050.txt : 20131105 0001325533-13-000050.hdr.sgml : 20131105 20131105164809 ACCESSION NUMBER: 0001325533-13-000050 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131105 DATE AS OF CHANGE: 20131105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGIRAD CORP CENTRAL INDEX KEY: 0000707388 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330145723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80413 FILM NUMBER: 131193226 BUSINESS ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: (858) 726-1600 MAIL ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 IRS NUMBER: 020673129 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 304 PARK AVE SOUTH STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-614-8952 MAIL ADDRESS: STREET 1: 304 PARK AVE SOUTH STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D/A 1 drad2013110113da3.htm MacPac 8.0 Normal template

CUSIP No. 253827109




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No. 3)*


Digirad Corporation

(Name of Issuer)


Common Stock, $0.0001 par value

(Title of Class of Securities)


253827109

(CUSIP Number)


RED OAK PARTNERS, LLC

Attn: David Sandberg

304 Park Avenue South, 11th Floor

New York, NY 10010

(212) 614-8952

 (Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)



                                      November 1, 2013                                    

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





CUSIP No. 253827109




1

NAME OF REPORTING PERSONS

Red Oak Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

New York

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

512,881

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

512,881

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

512,881

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2.78%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO





____________________________

  1 Based on 18,423,063 shares of common stock outstanding at October 21, 2013, as reported by the Company on its Form 10-Q for the quarter ended September 30, 2013, filed with the United States Securities and Exchange Commission on November 1, 2013.





CUSIP No. 253827109




1

NAME OF REPORTING PERSON


The Red Oak Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

271,644

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

271,644

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

271,644

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.47%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN





CUSIP No. 253827109




1

NAME OF REPORTING PERSON


Pinnacle Partners, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Colorado

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

241,237

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

241,237

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

241,237

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.31%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO


 





CUSIP No. 253827109




1

NAME OF REPORTING PERSON


Pinnacle Fund, LLLP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Colorado

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

241,237

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

241,237

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

241,237

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.31%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN












1

NAME OF REPORTING PERSONS

David Sandberg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐
(b) ☐

3

SEC USE ONLY


4

SOURCE OF FUNDS (See Instructions)

AF

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

512,881

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

512,881

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

512,881

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

       2.78%1

14

TYPE OF REPORTING PERSON (See Instructions)

IN







This Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Red Oak Partners, LLC (the “Reporting Persons”) on March 18, 2013, as amended by amendments 1 and 2 (as amended, the “Schedule 13D”) relating to the common stock, par value $.0001 per share (the “Common Stock”), of Digirad Corporation, a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 1048 Industrial Court, Suwanee, GA 30024.  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

Item 2. Identity and Background.

(a)-(c) and (f) The names of the persons filing this Statement (the “Reporting Persons”) are:

The Red Oak Fund, LP, a Delaware limited partnership (“Red Oak Fund”);


Pinnacle Opportunities Fund, LP (formerly Pinnacle Fund, LLLP), a Delaware limited partnership (“Pinnacle Fund”);


Red Oak Partners, LLC, a New York limited liability company (“Red Oak Partners”);


Pinnacle Partners, LLC, a Colorado limited liability company (“Pinnacle Partners”); and


David Sandberg, a United States citizen.


This Statement is being filed by David Sandberg, the controlling member of Red Oak Partners, which manages each of Red Oak Fund and Pinnacle Fund (each a “Fund” and, collectively, the “Funds”). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement.  Each of the filers hereto disclaims beneficial ownership with respect to any shares other than shares owned directly by such filer.

The principal office or business address of the Red Oak Fund, Red Oak Partners and David Sandberg is 304 Park Avenue South, 11th Floor, New York, NY 10010.  The principal office or business address of Pinnacle Partners and Pinnacle Fund is 2810 North Speer Boulevard, Denver, CO 80211.

Item 4.  Purpose of Transaction.

The Reporting Persons purchased the Common Stock subject to this Statement for investment purposes.  The Reporting Persons will review their investments in the Common Stock from time to time, and, subject to applicable law and regulation and depending upon certain factors, including, without limitation, the financial performance of the Company, the availability and price of the Common Stock or other securities related to the Company, and other general market and investment conditions, the Reporting Persons may determine to:


·

acquire additional Common Stock through open market purchases or otherwise;

·

sell Common Stock through the open market or otherwise; or

·

otherwise engage or participate in a transaction with the purpose or effect of changing or influencing the control of the Company.


Such transactions may take place at any time and without prior notice.  There can be no assurance, however, that any Reporting Person will take any such actions.


Item 5.  Interest in Securities of the Issuer.

(a)

The aggregate percentage of the Company’s outstanding shares of Common Stock reported owned by each Reporting Person is based on 18,423,063 shares of common stock outstanding at October 21, 2013, as reported by the Company on its Form 10-Q for the quarter ended September 30, 2013, filed with the United States Securities and Exchange Commission on November 1, 2013.  Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.


Red Oak Partners beneficially owns 512,881 shares of Common Stock, representing 2.78% of all the outstanding shares of Common Stock.  The Funds are each controlled by Red Oak Partners.  Therefore, Red Oak Partners may be deemed to beneficially own (i) the 271,644 shares of Common Stock held by the Red Oak Fund, and (ii) the 241,237 shares of Common Stock held by Pinnacle Fund.


Mr. Sandberg beneficially owns 512,881 shares of Common Stock, representing 2.78% of all the outstanding shares of Common Stock.  Mr. Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the 512,881 shares of Common Stock beneficially owned by Red Oak Partners through the Funds.


Red Oak Fund may be deemed to beneficially own 271,644 shares of Common Stock, representing 1.47% of all the outstanding shares of Common Stock.  Pinnacle Fund may be deemed to beneficially own 241,237 shares of Common Stock, representing 1.31% of all the outstanding shares of Common Stock.


(b)

Each of Red Oak Partners and Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 271,644 shares of Common Stock held by the Red Oak Fund, and (ii) the 241,237 shares of Common Stock held by Pinnacle Fund.  No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.


(c)

Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are as follows:


Date
Fund Name
Buy/Sell
Quantity

Price

October 28, 2013
Red Oak Fund
Sell
28,687

3.331

October 29, 2013
Red Oak Fund
Sell
23,260

3.320

October 30, 2013
Red Oak Fund
Sell
7,960

3.320

October 31, 2013
Red Oak Fund
Sell
59,169

3.354

October 31, 2013
Pinnacle Fund
Sell
2,143

3.354

November 1, 2013
Red Oak Fund
Sell
168,942

3.841

November 1, 2013
Pinnacle Fund
Sell
150,058

3.841

November 4, 2013
Red Oak Fund
Sell
68,040

3.753

November 4, 2013
Pinnacle Fund
Sell
60,435

3.753

November 5, 2013
Red Oak Fund
Sell
46,438

3.832

November 5, 2013
Pinnacle Fund
Sell
41,247

3.832



(d)

Not applicable.


(e)

The Reporting Persons ceased to be beneficial holders of more than five percent of the Issuer’s outstanding shares of Common Stock on November 1, 2013.









SIGNATURE

After reasonable inquiry and to best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 5, 2013




By:

/s/ David Sandberg

Name:

David Sandberg



RED OAK PARTNERS, LLC


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member



THE RED OAK FUND, L.P.


By:

RED OAK PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member




PINNACLE PARTNERS, LLC


By:

RED OAK PARTNERS, LLC,

its managing member


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member



PINNACLE OPPORTUNITIES FUND, LP


By:

PINNACLE PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member

 

Footnotes

1