SEC Form 4
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*
Tricor Pacific Capital Partners (Fund IV), ULC

(Last) (First) (Middle)
C/O TRICOR PACIFIC CAPITAL
ONE WESTMINSTER PLACE, SUITE 100

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CPI Card Group Inc. [ PMTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/15/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 10/15/2015 S 1,899,605 D $9.5 32,794,131 I See footnote(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
Tricor Pacific Capital Partners (Fund IV), ULC

(Last) (First) (Middle)
C/O TRICOR PACIFIC CAPITAL
ONE WESTMINSTER PLACE, SUITE 100

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tricor Pacific Capital Partners (Fund IV), LP

(Last) (First) (Middle)
C/O TRICOR PACIFIC CAPITAL
ONE WESTMINSTER PLACE, SUITE 100

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tricor Pacific Capital Partners (Fund IV) U.S., LP

(Last) (First) (Middle)
C/O TRICOR PACIFIC CAPITAL
ONE WESTMINSTER PLACE, SUITE 100

(Street)
LAKE FOREST IL 60045

(City) (State) (Zip)
Explanation of Responses:
1. 1,194,523 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV), LP to the underwriters in the initial public offering of CPI Card Group Inc. (the "Company"). Following such sale, Tricor Pacific Capital Partners (Fund IV), LP holds 20,621,843 shares of common stock of the Company. 705,082 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV) US, LP to the underwriters in the initial public offering of the Company. Following such sale, Tricor Pacific Capital Partners (Fund IV) US, LP holds 12,172,288 shares of common stock of the Company. Each of Tricor Pacific Capital Partners (Fund IV), LP and Tricor Pacific Capital Partners (Fund IV) US, LP (together, the "Tricor Funds") is managed by Tricor Pacific Capital Partners (Fund IV), ULC, as the general partner.
2. Bradley Seaman, David Rowntree, J. Trevor Johnstone and Roderick Senft are the sole members of an investment committee of the Tricor Funds that has the power to vote or dispose of the shares held by the Tricor Funds. Each member of the investment committee expressly disclaims any beneficial ownership of any shares of common stock held by the Tricor Funds.
Tricor Pacific Capital Partners (Fund IV), ULC By: /s/ Bradley Seaman Name: Bradley Seaman Title: Managing Director 10/19/2015
Tricor Pacific Capital Partners (Fund IV), LP By: Tricor Pacific Capital Partners (Fund IV), ULC, its General Partner By: /s/ Bradley Seaman Name: Bradley Seaman Title: Managing Director 10/19/2015
Tricor Pacific Capital Partners (Fund IV) US, LP By: Tricor Pacific Capital Partners (Fund IV), ULC, its General Partner By: /s/ Bradley Seaman Name: Bradley Seaman Title: Managing Director 10/19/2015
** 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).
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