0001325533-15-000001.txt : 20150121 0001325533-15-000001.hdr.sgml : 20150121 20150121191306 ACCESSION NUMBER: 0001325533-15-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150120 FILED AS OF DATE: 20150121 DATE AS OF CHANGE: 20150121 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sandberg David CENTRAL INDEX KEY: 0001423093 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10185 FILM NUMBER: 15539928 MAIL ADDRESS: STREET 1: 1969 SW 17TH STREET CITY: BOCA RATON STATE: FL ZIP: 33486 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10185 FILM NUMBER: 15539929 BUSINESS ADDRESS: STREET 1: 1969 SW 17TH STREET CITY: BOCA RATON STATE: FL ZIP: 33486 BUSINESS PHONE: 212-614-8952 MAIL ADDRESS: STREET 1: 1969 SW 17TH STREET CITY: BOCA RATON STATE: FL ZIP: 33486 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2015-01-20 0 0000843006 ISSUER DIRECT CORP ISDR 0001325533 Red Oak Partners, LLC 1969 SW 17TH STREET BOCA RATON FL 33486 0 0 1 0 0001423093 Sandberg David 1969 SW 17TH STREET BOCA RATON FL 33486 1 0 0 0 Common Stock 2015-01-20 4 S 0 3000 10 D 87193 I By Pinnacle Opportunities Fund, LP directly Common Stock 2015-01-21 4 P 0 3000 10.387 A 90193 I By Pinnacle Opportunities Fund, LP directly Common Stock 86493 I By The Red Oak Fund, L.P. directly Common Stock 38024 I By The Red Oak Long Fund, L.P. directly Options to Purchase Common Stock, par value $0.001 8.25 Common Stock 40000 40000 I By David Sandberg directly 8% Convertible Secured Promissory Note 3.99 Common Stock 168270 168270 I By The Red Oak Fund, L.P. directly 8% Convertible Secured Promissory Note 3.99 Common Stock 73976 73976 I By The Red Oak Long Fund, L.P. directly 8% Convertible Secured Promissory Note 3.99 Common Stock 175467 175467 I By Pinnacle Opportunities Fund, LP directly 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. 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. 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. 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. 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. 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. 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. 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. 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. David Sandberg 2015-01-21