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*
Red Oak Partners, LLC

(Last) (First) (Middle)
1969 SW 17TH STREET

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ISSUER DIRECT CORP [ ISDR ]
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)
01/20/2015
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 01/20/2015 S 3,000(6) D $10 87,193 I By Pinnacle Opportunities Fund, LP directly(1)(2)(3)(4)
Common Stock 01/21/2015 P 3,000(7) A $10.387(5) 90,193 I By Pinnacle Opportunities Fund, LP directly(1)(2)(3)(4)
Common Stock 86,493 I By The Red Oak Fund, L.P. directly(1)(2)(3)(4)
Common Stock 38,024 I By The Red Oak Long Fund, L.P. directly(1)(2)(3)(4)
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
Options to Purchase Common Stock, par value $0.001 $8.25(8) (8) (8) Common Stock 40,000(8) 40,000 I By David Sandberg directly
8% Convertible Secured Promissory Note $3.99(9) (9) (9) Common Stock 168,270 168,270 I By The Red Oak Fund, L.P. directly(1)(2)(3)(4)(9)
8% Convertible Secured Promissory Note $3.99(9) (9) (9) Common Stock 73,976 73,976 I By The Red Oak Long Fund, L.P. directly(1)(2)(3)(4)(9)
8% Convertible Secured Promissory Note $3.99(9) (9) (9) Common Stock 175,467 175,467 I By Pinnacle Opportunities Fund, LP directly(1)(2)(3)(4)(9)
1. Name and Address of Reporting Person*
Red Oak Partners, LLC

(Last) (First) (Middle)
1969 SW 17TH STREET

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sandberg David

(Last) (First) (Middle)
1969 SW 17TH STREET

(Street)
BOCA RATON FL 33486

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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 01/21/2015
** 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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