Filing Details

Accession Number:
0001654954-23-001744
Form Type:
13G Filing
Publication Date:
2023-02-14 19:00:00
Filed By:
Forager Fund, L.p.
Company:
Issuer Direct Corp (NYSEMKT:ISDR)
Filing Date:
2023-02-15
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Forager Fund 359,856 0 359,856 0 359,856 9.5%
Forager Capital Management 465,739 0 465,739 0 465,739 12.3%
Edward Kissel 2,465 465,739 2,465 465,739 465,739 12.3%
Robert MacArthur 0 465,739 0 465,739 465,739 12.3%
Filing

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Amendment No. 5)*

 

ISSUER DIRECT CORPORATION

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

46520M204

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

Rule 13d-1(b)

 

 

 

 

Rule 13d-1(c)

 

 

 

 

Rule 13d-1(d)
 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

CUSIP No. 46520M204

Page 2 of 7 Pages

 

1

NAME OF REPORTING PERSONS

 

Forager Fund, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

359,856

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

359,856

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

359,856

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 
 

 

CUSIP No. 46520M204

Page 3 of 7 Pages

 

1

 

NAME OF REPORTING PERSONS

 

Forager Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

 

SOLE VOTING POWER

 

465,7391

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

465,739

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

465,739 

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.3% 

12

 

TYPE OF REPORTING PERSON (See Instructions)

 

 IA

 

_____________________

1 Shares reported in this table are held by (i) Forager Fund, LP, of which the Reporting Person is the general partner and (ii) a separate account to which the Reporting Person serves as investment adviser.

 

 
 

 

CUSIP No. 46520M204

Page 4 of 7 Pages

 

1

NAME OF REPORTING PERSONS

 

Edward Kissel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ☐

(b) ☐

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

 

SOLE VOTING POWER

 

2,465

6

 

SHARED VOTING POWER

 

465,7392

7

 

SOLE DISPOSITIVE POWER

 

2,465

8

SHARED DISPOSITIVE POWER

 

465,739

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

465,739

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.3% 

12

TYPE OF REPORTING PERSON (See Instructions)

 

HC; IN 

 

_____________________ 

2 These shares are held by (i) Forager Fund, LP, of which Forager Capital Management, LLC is the general partner and (ii) a separate account to which Forager Capital Management, LLC serves as investment adviser.  The Reporting Person is a managing partner of Forager Capital Management, LLC.

 

 
 

 

CUSIP No. 46520M204

Page 5 of 7 Pages

 

1

NAME OF REPORTING PERSONS

 

Robert MacArthur

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

 

(a) ☐

(b) ☐

 

3

 

 

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

 

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

465,7393

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

465,739

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

465,739

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.3%

12

TYPE OF REPORTING PERSON (See Instructions)

 

HC; IN 

 

_____________________

3 These shares are held by (i) Forager Fund, LP, of which Forager Capital Management, LLC is the general partner and (ii) a separate account to which Forager Capital Management, LLC serves as investment adviser.  The Reporting Person is a managing partner of Forager Capital Management, LLC.

 

 
 

 

CUSIP No. 46520M204

Page 6 of 7 Pages

 

ITEM 1(a).

NAME OF ISSUER

 

 

 

Issuer Direct Corporation (the “Issuer”)

 

 

ITEM 1(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

 

 

One Glenwood Ave, Suite 1001

 

Raleigh, NC 27603

 

 

ITEM 2(a).

NAME OF PERSONS FILING

 

 

 

This joint statement on Schedule 13G is being filed by Edward Kissel, Robert MacArthur, Forager Capital Management, LLC, a Delaware limited liability company (the “Investment Adviser”), and Forager Fund, LP, a Delaware limited partnership (the “Fund” and, together with Mr. Kissel, Mr. MacArthur and the Investment Adviser, the “Reporting Persons”).

 

 

ITEM 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

 

 

The business address of each of the Reporting Persons is 2024 3rd Ave. N, Suite 201, Birmingham, AL 35203.

 

 

ITEM 2(c).

CITIZENSHIP

 

 

 

The Fund is a Delaware limited partnership; the Investment Adviser is a Delaware limited liability company; Mr. Kissel is a citizen of the United States; and Mr. MacArthur is a citizen of the United States.

 

 

ITEM 2(d).

TITLE OF CLASS OF SECURITIES

 

 

 

Common stock, par value $0.001 per share (the “Common Stock”).

 

 

ITEM 2(e).

CUSIP NUMBER

 

 

 

46520M204

 

 

ITEM 3.

Not applicable.

 

 

ITEM 4.

OWNERSHIP

 

 

 

As of December 31, 2022, the Reporting Persons, in the aggregate, beneficially owned 465,739 shares of Common Stock of the Issuer, representing approximately 12.3% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 359,856 shares of Common Stock representing approximately 9.5% of the class; (ii) the Investment Adviser, as the sole general partner of the Fund and as the investment adviser of a separate account, beneficially owns 465,739 shares of Common Stock representing approximately 12.3% of the class; (iii) Mr. Kissel, as the managing partner of the Investment Adviser, beneficially owns 465,739 shares of Common Stock representing approximately 12.3% of the class; and (iv) Mr. MacArthur, as the managing partner of the Investment Adviser, beneficially owns 465,739 shares of Common Stock representing approximately 12.3% of the class. The percentages of beneficial ownership reported herein, and on each Reporting Person’s cover page to this Schedule 13G, are based on a total of 3,791,020 shares of the Common Stock issued and outstanding as of November 3, 2022, as reported in most recent quarterly report of the Issuer on Form 10-Q for its fiscal quarter ended September 30, 2022.
 
 
 

 

CUSIP No. 46520M204

Page 7 of 7 Pages

 

 

Each of the Fund and the Investment Adviser has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Mr. Kissel has the sole power to vote and dispose of 2,465 shares of Common Stock, and has the shared power to vote and dispose of 465,739 shares of Common Stock. Mr. MacArthur has the sole power to vote and dispose of 0 shares of Common Stock, and has the shared power to vote and dispose of 465,739 shares of Common Stock.

 

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

 

 

Not applicable.

 

 

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

 

 

Owners of the separate accounts to which the Investment Adviser serves as investment adviser have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.

 

 

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

 

 

 

Not applicable.

 

 

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

 

 

Not applicable.

 

 

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP

 

 

 

Not applicable.

 

 

ITEM 10.

CERTIFICATION

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 
 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: February 14, 2023

 

 

 

 

FORAGER FUND, LP

 

       
By: Forager Capital Management, LLC,

 

 

its General Partner  
     
     

 

By:

/s/ Robert MacArthur

 

 

 

Robert MacArthur

 

 

 

Managing Partner

 

 

 

 

 

 

FORAGER CAPITAL MANAGEMENT, LLC

 

 

 

 

 

 

By:

/s/ Robert MacArthur

 

 

 

Robert MacArthur

 

 

 

Managing Partner

 

 

 

 

 

 

EDWARD KISSEL

 

 

 

 

 

 

 

/s/ Edward Kissel

 

 

 

Edward Kissel

 

 

 

 

 

 

ROBERT MACARTHUR

 

 

 

 

 

 

 

/s/ Robert MacArthur

 

 

 

Robert MacArthur