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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ISSUER DIRECT CORP [ ISDR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/31/2018 | M | 991(1) | A | $13.49 | 18,657 | D | |||
Common Stock | 05/31/2018 | S | 991(1) | D | $17.25 | 17,666 | D | |||
Common Stock | 06/01/2018 | M | 11,043(1) | A | $13.49 | 28,709 | D | |||
Common Stock | 06/01/2018 | S | 11,043(1) | D | $17.25 | 17,666 | D | |||
Common Stock | 06/04/2018 | M | 23,900(1) | A | $13.49 | 41,566 | D | |||
Common Stock | 06/04/2018 | S | 23,900(1) | D | $17.26(2) | 17,666 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $13.49 | 05/31/2018 | M | 991(1) | 06/30/2014 | 06/30/2019 | Common Stock | 991 | $0 | 34,943 | D | ||||
Options to Purchase Common Stock | $13.49 | 06/01/2018 | M | 11,043(1) | 06/30/2014 | 06/30/2019 | Common Stock | 11,043 | $0 | 23,900 | D | ||||
Options to Purchase Common Stock | $13.49 | 06/04/2018 | M | 23,900(1) | 06/30/2014 | 06/30/2019 | Common Stock | 23,900 | $0 | 0 | D |
Explanation of Responses: |
1. This Form is being filed to report, among other things, the exercise of a stock option for a total of 35,934 shares of Common Stock. The stock option was initially granted to the Reporting Person on March 11, 2014 for an aggregate of 40,000 shares of Common Stock at an exercise price of $13.49 per share (the "Initial Option"). In connection with the exercise of the stock option, the Reporting Person sold 991 shares of Common Stock on the open market on May 31, 2018 at a price of $17.25 per share, 11,043 shares of Common Stock on the open market on June 1, 2018 at a price of $17.25 per share and 23,900 shares of Common Stock on the open market on June 4, 2018 at a weighted average price of $17.26 per share for gross proceeds of $620,012 in order to pay for the aggregate option exercise price of $484,750. As a result of these transactions, the Reporting Person, on a net basis, did not acquire any additional shares of Common Stock. The Reporting Person no longer has any shares of Common Stock exercisable under the Initial Option. |
2. The $17.26 represents a weighted average price. The Reporting Person sold 3,000 shares of Common Stock at price of $17.30 per share and 20,900 shares of Common Stock at a price of $17.25 per share. |
/s/ James Patrick Galleher | 06/04/2018 | |
** 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. |