SEC Form 4 · accession 0001437749-17-016277

SMTC CORP · SMTX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Red Oak Partners, LLC

10% Owner

David Sandberg

Director · 10% Owner

Period of report

Sep 20, 2017

Accepted (ET)

Sep 22, 2017 · 5:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001108320

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F6	Sep 20, 2017	P	64,396	$1.292	A	754,382	I	By Pinnacle Opportunities Fund, LP directly
Common Stock^F1,F2,F6	Sep 21, 2017	P	3,467	$1.295	A	757,849	I	By Pinnacle Opportunities Fund, LP directly
Common Stock^F2,F4,F6	Sep 20, 2017	P	34,378	$1.292	A	1,122,848	I	By the Red Oak Fund LP directly
Common Stock^F2,F4,F6	Sep 21, 2017	P	5,159	$1.295	A	1,128,007	I	By the Red Oak Fund LP directly
Common Stock^F2,F5,F6	Sep 20, 2017	P	14,826	$1.292	A	538,505	I	By the Red Oak Long Fund LP directly
Common Stock^F2,F5,F6	Sep 21, 2017	P	2,474	$1.295	A	540,979	I	By the Red Oak Long Fund LP directly
Common Stock^F2,F3	holding	—	—		—	66,603	I	By The Red Oak Institutional Founders Long Fund LP directly
Common Stock	holding	—	—		—	663,881	I	By David Sandberg Directly

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Unit	$1.33	holding	—	—	—	Dec 12, 2017	Dec 12, 2017	Common Stock	15,038	35,268	D
Stock Options	$1.80	holding	—	—	—	Dec 11, 2015	Dec 11, 2025	Common Stock	20,230	20,230	D

Explanation of responses

F1ROP serves as a managing member of Pinnacle Capital Partners, LLC, a Florida 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.
F2Each 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.
F3ROP 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.
F4Red Oak Partners, LLC ("ROP") serves as the general partner of The Red Oak Fund, LP, a Delaware 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.
F5ROP 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.
F6These transactions were executed in multiple trades at prices ranging from $1.28 to $1.30. The price reported in Column 4 of Table I reflects the weighted average purchase price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which each of the individual transactions was effected.