0001325533-14-000004.txt : 20140502 0001325533-14-000004.hdr.sgml : 20140502 20140502200215 ACCESSION NUMBER: 0001325533-14-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140429 FILED AS OF DATE: 20140502 DATE AS OF CHANGE: 20140502 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ISSUER DIRECT CORP CENTRAL INDEX KEY: 0000843006 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 261331503 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 500 PERIMETER PARK DRIVE STREET 2: SUITE D CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 9194611600 MAIL ADDRESS: STREET 1: 500 PERIMETER PARK DRIVE STREET 2: SUITE D CITY: MORRISVILLE STATE: NC ZIP: 27560 FORMER COMPANY: FORMER CONFORMED NAME: DOCUCON INC DATE OF NAME CHANGE: 20071002 FORMER COMPANY: FORMER CONFORMED NAME: DOCUCON INCORPORATED DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sandberg David CENTRAL INDEX KEY: 0001423093 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10185 FILM NUMBER: 14811028 MAIL ADDRESS: STREET 1: 304 PARK AVE SOUTH STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Red Oak Partners, LLC CENTRAL INDEX KEY: 0001325533 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10185 FILM NUMBER: 14811029 BUSINESS ADDRESS: STREET 1: 304 PARK AVE SOUTH STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 212-614-8952 MAIL ADDRESS: STREET 1: 304 PARK AVE SOUTH STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10010 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2014-04-29 0 0000843006 ISSUER DIRECT CORP ISDR 0001325533 Red Oak Partners, LLC 304 PARK AVE SOUTH 11TH FL NEW YORK NY 10010 0 0 1 0 0001423093 Sandberg David 304 PARK AVE SOUTH 11TH FLOOR NEW YORK NY 10010 1 0 0 0 Options to Purchase Common Stock, par value $0.001 8.25 2013-12-31 2018-08-21 Common Stock, par value $0.001 40000 40000 D 8% Convertible Secured Promissory Note 3.99 2014-04-29 4 J 0 442743 D Common Stock, par value $0.001 110963 2500000 I By The Red Oak Fund, L.P. 8% Convertible Secured Promissory Note 3.99 2014-04-29 4 J 0 442743 A Common Stock, par value $0.001 110963 2500000 I By The Red Oak Long Fund, L.P. Red Oak Partners, LLC ("ROP") serves as the general partner of The Red Oak Fund, LP, a Florida 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. ROP serves as the general partner of The Red Oak Long Fund, LP, a Florida 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. 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. 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. The Reporting Persons hold directly $2,500,000 principal amount of 8% Convertible Subordinated Secured Promissory Notes due in 2015, which are convertible as of the filing date of this Form 4 into 626,566 shares of Common Stock at a conversion price of $3.99 per share. Convertible Notes held by The Red Oak Fund, LP were transferred by an in-kind distribution to the Red Oak Long Fund, LP. On August 22, 2013, Mr. Sandberg 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 he 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. David Sandberg 2014-05-02