SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
11/13/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/13/2014		C⁽⁵⁾		86,493	A	$3.99⁽⁵⁾	86,493	I	By The Red Oak Fund, L.P⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/13/2014		C⁽⁵⁾		38,024	A	$3.99⁽⁵⁾	38,024	I	By The Red Oak Long Fund, L.P⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	11/13/2014		C⁽⁵⁾		90,193	A	$3.99⁽⁵⁾	90,193	I	By Pinnacle Opportunities⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Common Stock, par value $0.001	$8.25⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	40,000⁽⁶⁾		40,000	I	By David Sandberg direcly
8% Convertible Secured Promissory Note	$3.99⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	168,270		168,270	I	By The Red Oak Fund, L.P. directly⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
8% Convertible Secured Promissory Note	$3.99⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	73,976		73,976	I	By The Red Oak Long Fund, L.P. directly⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾
8% Convertible Secured Promissory Note	$3.99⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	175,467		175,467	I	By Pinnacle Opportunities⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Red Oak Partners, LLC

(Last)

(First)

(Middle)

1969 SW 17TH STREET

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sandberg David

(Last)

(First)

(Middle)

1969 SW 17TH STREET

(Street)

BOCA RATON

33486

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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. Common Stock was acquired by converting Convertible Notes previously held along with accrued and unpaid interest relating to the Convertible Notes, all at a conversion price of $3.99 per share of Common Stock.

6. 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.

7. 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.

	/s/David Sandberg	11/17/2014
	/s/ David Sandberg	11/17/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.