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^*

Sandberg David

(Last)

(First)

(Middle)

1441 BROADWAY

SUITE 5022

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMTC CORP [ SMTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2019

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	06/25/2019		X⁽¹⁾		27,879	A	$3.14	980,926	I	By The Red Oak Long Fund, LP directly⁽²⁾⁽³⁾
Common Stock	06/25/2019		X⁽¹⁾		52,282	A	$3.14	2,339,595⁽⁴⁾	I	By The Red Oak Fund, LP directly⁽²⁾⁽⁵⁾
Common Stock								1,053,838	D
Common Stock								1,820,182	I	By The Red Oak Institutional Founders Long Fund, LP directly⁽²⁾⁽⁶⁾

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)
Subscription Rights (right to buy)	$3.14	06/25/2019		X⁽¹⁾			27,879	05/31/2019	06/25/2019	Common Stock	27,879	$0	0	I	By The Red Oak Long Fund, LP directly⁽²⁾⁽³⁾
Subscription Rights (right to buy)	$3.14	06/25/2019		X⁽¹⁾			52,282	05/31/2019	06/25/2019	Common Stock	52,282	$0	0	I	By The Red Oak Fund, LP directly⁽²⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

Sandberg David

(Last)

(First)

(Middle)

1441 BROADWAY

SUITE 5022

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Red Oak Partners, LLC

(Last)

(First)

(Middle)

1441 BROADWAY

SUITE 5022

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents the exercise of over-subscription rights by the reporting person in the offering of subscription rights (the "Rights Offering") by SMTC Corporation, which Rights Offering expired on June 20, 2019. All over-subscriptions in the Rights Offering were subject to proration. On June 25, 2019, the subscription agent for the Rights Offering completed its proration calculations, pursuant to which the reporting person recived its pro rata portion of the shares issued pursuant to all rights holders' over-subscription privileges.

2. 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.

3. Red Oak Partners, LLC ("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. Includes 766,968 shares of common stock that were transferred from Pinnacle Opportunities Fund, LP, a Delaware limited partnership ("Pinnacle Fund"), to The Red Oak Fund, LP., a Delaware limited partnership (the "Fund"), on December 31, 2018. ROP served as a managing member of Pinnacle Capital Partners, LLC, a Florida limited liability company ("Pinnacle Partners") and general partner of Pinnacle Fund.

5. ROP serves as the general partner of The Fund, the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Fund's portfolio manager.

6. ROP serves as the general partner of The Red Oak Institutional Founders Long Fund, LP, a Delaware limited partnership (the "Founders Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Founders Fund's portfolio manager.

	/s/ David Sandberg	06/27/2019
	** 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.