Page 5 of 6 – SEC Filing
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.
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.
The aggregate percentage of the Issuers 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 Issuers 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.
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.
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 |
Not applicable.
Not applicable.
Item 7. Material to be Filed as Exhibits.
