SEC Form 4 · accession 0001437749-17-020808
SMTC CORP · SMTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 12, 2017
Accepted (ET)
Dec 18, 2017 · 6:02 am EST
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 StockF7 | Dec 12, 2017 | M | 15,038 | $1.33 | A | 678,919 | I | By David Sandberg Directly |
| Common StockF2,F5 | Dec 13, 2017 | P | 12,221 | $1.60 | A | 587,626 | I | By the Red Oak Long Fund LP directly |
| Common StockF2,F4,F6 | Dec 13, 2017 | P | 23,244 | $1.60 | A | 1,165,223 | I | By the Red Oak Fund LP directly |
| Common StockF1,F2 | holding | — | — | — | 766,968 | I | By Pinnacle Opportunities Fund, LP directly | |
| Common StockF2,F3 | holding | — | — | — | 66,603 | I | By The Red Oak Institutional Founders Long Fund LP 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 | $1.60 | Dec 13, 2017 | A | 12,500 | A | Dec 13, 2018 | Dec 13, 2018 | Common Stock | 12,500 | 32,730 | D |
| Restricted Stock Unit | $1.33 | Dec 12, 2017 | M | 15,038 | D | Dec 12, 2017 | Dec 12, 2017 | Common Stock | 15,038 | 20,230 | D |
| Stock Options | $1.80 | Dec 11, 2014 | A | 20,230 | A | Dec 11, 2015 | Dec 11, 2024 | 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 $1.59 to $1.60. 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.
- F7This transaction represents 15,038 of vested restricted stock units converted into common shares on December 12, 2017.