0001325533-17-000008.txt : 20170321 0001325533-17-000008.hdr.sgml : 20170321 20170321172036 ACCESSION NUMBER: 0001325533-17-000008 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170321 DATE AS OF CHANGE: 20170321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISSUER DIRECT CORP CENTRAL INDEX KEY: 0000843006 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 261331503 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41710 FILM NUMBER: 17704962 BUSINESS ADDRESS: STREET 1: 500 PERIMETER PARK DRIVE STREET 2: SUITE D CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 9194611600 MAIL ADDRESS: STREET 1: 500 PERIMETER PARK DRIVE STREET 2: SUITE D CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: DOCUCON INC DATE OF NAME CHANGE: 20071002 FORMER COMPANY: FORMER CONFORMED NAME: DOCUCON INCORPORATED DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 IRS NUMBER: 020673129 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1969 SW 17TH ST CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 6466883436 MAIL ADDRESS: STREET 1: 1441 BROADWAY STREET 2: SUITE 5022 CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D/A 1 isdr2017031713da5.htm MacPac 8.0 Normal template

CUSIP No. 46520M204




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No. 5)*


Issuer Direct Corporation

(Name of Issuer)


Common Stock, $0.001 par value

(Title of Class of Securities)


46520M204

(CUSIP Number)


RED OAK PARTNERS, LLC

Attn: David Sandberg

1969 SW 17th St.

Boca Raton, FL 33486

(212) 614-8952

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



                                   March 17, 2017                                  

(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. 46520M204




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

Florida

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

508,6871

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

508,6871

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

508,6871

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)

17.52%1

14

TYPE OF REPORTING PERSON (See Instructions)

OO


____________________________

  Based on 2,904,114 shares of common stock of Issuer Direct Corporation (the “Issuer”) outstanding as of March 14, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 14, 2017.





CUSIP No. 46520M204




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

204,9221

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

204,9221

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

204,9221

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)

7.06%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN








1

NAME OF REPORTING PERSON


The Red Oak Long 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

90,0871

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

90,0871

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

90,0871

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)

3.10%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN



 






1

NAME OF REPORTING PERSON


Pinnacle Capital 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

Florida

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

7

SOLE VOTING POWER

8

SHARED VOTING POWER

213,6781

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

213,6781

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

213,6781

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)

7.36%1

14

TYPE OF REPORTING PERSON (See Instructions)

PN











CUSIP No. 46520M204




1

NAME OF REPORTING PERSON


Pinnacle Opportunities Fund, LP

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

213,6781

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

213,6781

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

213,6781

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)

7.36%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

508,6871

9

SOLE DISPOSITIVE POWER

10

SHARED DISPOSITIVE POWER

508,6871

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

508,6871

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)

       17.52%1

14

TYPE OF REPORTING PERSON (See Instructions)

IN








This Amendment No. 5 (“Amendment No. 4”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed by Red Oak Partners, LLC (the “Reporting Persons”) on August 29, 2013, as amended by Amendments 1, 2, 3 and 4, filed on April 2, 2014, November 17, 2014, August 28, 2015 and February 21, 2017, respectively, (collectively, as amended, the “Schedule 13D”) relating to common stock (“Common Stock”) of Issuer Direct Corporation, a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 500 Perimeter Park Drive, Suite D, Morrisville, NC 27560.  Except as specifically amended and supplemented by this Amendment No. 5, all other provision of the Schedule 13D remain in full force and effect.  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”);


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


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


Pinnacle Capital Partners, LLC, a Florida limited liability company (“Pinnacle Partners);


Red Oak Partners, LLC, a Florida limited liability company (“Red Oak 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, Red Oak Long 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 Common Stock as reported in this Statement.  Each of the filers hereto disclaims beneficial ownership with respect to any Common Stock other than the Common Stock owned directly by such filer.

The principal office or business address of the Red Oak Fund, Red Oak Long Fund, Red Oak Partners, Pinnacle Fund, Pinnacle Partners and David Sandberg is 1969 SW 17th St., Boca Raton, FL 33486.

 (d)-(e)

During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4.  Purpose of Transaction.

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 Issuer, the availability and price of the Common Stock or other securities related to the Issuer, 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 Issuer.


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 Issuer’s outstanding shares of Common Stock reported owned by each Reporting Person is based on 2,904,114 shares of common stock outstanding as of March 14, 2017, as reported in the Issuer’s Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on March 14, 2017.  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 may be deemed to beneficially own 508,687 shares of Common Stock, representing 17.52% 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 204,922 shares of Common Stock held by the Red Oak Fund, plus, (ii) the 90,087 shares of Common Stock held by the Red Oak Long Fund, and (iii) the 213,678 shares of Common Stock held by Pinnacle Fund.


Mr. Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the 508,687 shares of Common Stock that may be beneficially owned by Red Oak Partners through the Funds representing 17.52% of all the outstanding shares of Common Stock.


Red Oak Fund may be deemed to beneficially own 204,922 shares of Common Stock held by the Red Oak Fund, representing 7.06% of all the outstanding shares of Common Stock.  Red Oak Long Fund may be deemed to beneficially own 90,087 shares of Common Stock held by the Red Oak Long Fund, representing 3.10% of all the outstanding shares of Common Stock.  Pinnacle Fund may be deemed to beneficially own 213,678 shares of Common Stock held by Pinnacle Fund, representing 7.36% 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 204,922 shares of Common Stock held by the Red Oak Fund, (ii) the 90,087 shares of Common Stock held by the Red Oak Long Fund, and (iii) the 213,678 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, not already reported in a previously filed 13D/A, are as follows:


Date

Fund Name

Action

Quantity

Average Price

2/22/2017

Pinnacle Opportunities Fund, LP

SELL

1,302

10.587

2/22/2017

The Red Oak Fund LP

SELL

1,249

10.587

2/22/2017

The Red Oak Long Fund LP

SELL

549

10.587

3/2/2017

Pinnacle Opportunities Fund, LP

SELL

3,866

10.507

3/2/2017

The Red Oak Fund LP

SELL

3,706

10.507

3/2/2017

The Red Oak Long Fund LP

SELL

1,629

10.507

3/17/2017

Pinnacle Opportunities Fund, LP

SELL

11,140

10.600

3/17/2017

The Red Oak Fund LP

SELL

10,681

10.600

3/17/2017

The Red Oak Long Fund LP

SELL

4,696

10.600

3/20/2017

Pinnacle Opportunities Fund, LP

SELL

2,227

10.600

3/20/2017

The Red Oak Fund LP

SELL

2,135

10.600

3/20/2017

The Red Oak Long Fund LP

SELL

939

10.600


 (d)

Not applicable.


(e)

Not applicable.


Item 7.  Material to be Filed as Exhibits.







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: March 21, 2017



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


THE RED OAK LONG FUND, L.P.


By:

RED OAK PARTNERS, LLC,

its general partner


By:

/s/ David Sandberg

Name:

David Sandberg

Title:

Managing Member


PINNACLE CAPITAL 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