SEC Form 4 · accession 0001325533-15-000001
ACCESS Newswire Inc. · ACCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jan 20, 2015
Accepted (ET)
Jan 21, 2015 · 7:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000843006
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF6,F1,F2,F3,F4 | Jan 20, 2015 | S | 3,000 | $10.00 | D | 87,193 | I | By Pinnacle Opportunities Fund, LP directly |
| Common StockF7,F5,F1,F2,F3,F4 | Jan 21, 2015 | P | 3,000 | $10.387 | A | 90,193 | I | By Pinnacle Opportunities Fund, LP directly |
| Common StockF1,F2,F3,F4 | holding | — | — | — | 86,493 | I | By The Red Oak Fund, L.P. directly | |
| Common StockF1,F2,F3,F4 | holding | — | — | — | 38,024 | I | By The Red Oak Long Fund, L.P. directly |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Purchase Common Stock, par value $0.001F8 | $8.25 | holding | — | — | — | — | — | Common Stock | 40,000 | 40,000 | I |
| 8% Convertible Secured Promissory NoteF1,F2,F3,F4,F9 | $3.99 | holding | — | — | — | — | — | Common Stock | 168,270 | 168,270 | I |
| 8% Convertible Secured Promissory NoteF1,F2,F3,F4,F9 | $3.99 | holding | — | — | — | — | — | Common Stock | 73,976 | 73,976 | I |
| 8% Convertible Secured Promissory NoteF1,F2,F3,F4,F9 | $3.99 | holding | — | — | — | — | — | Common Stock | 175,467 | 175,467 | I |
Explanation of responses
- F1Red 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.
- F2ROP 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.
- F3ROP 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.
- F4Each 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.
- F5This transaction was executed in multiple trades at prices ranging from $10.32 to $10.42. 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.
- F6These shares were sold due to a trading error. The reporting persons entered a good-till-cancelled order to sell the shares at a limit price of $10 on December 17, 2014, during the Company's open trading window, with the intention to cancel the order prior to the start of the Company's blackout on December 24, 2014. The order remained inadvertently live after the blackout initiated and executed when the security reached the limit price in the open market.
- F7As per guidance from the Company's counsel, the reporting persons immediately bought back the shares sold the previous day in order to correct the trading error. The result of the buy back of the shares was a net loss of $1,162 to the reporting persons.
- F8On August 22, 2013, the Reporting Person 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 the Reporting Person 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.
- F9Red Oak Partners, LLC holds an indirect interest in a $1,666,673 principal amount of 8% Convertible Subordinated Secured Promissory Notes due in 2015 (the "Convertible Note"), which is convertible as of the filing date of this Form 4 into 417,712 shares of Common Stock at a conversion price of $3.99 per share. The principal office or business address of the Red Oak Fund, Red Oak Partners and David Sandberg is 1969 SW 17th Street, Boca Raton, FL 33486. The principal office or business address of Pinnacle Partners and Pinnacle Fund is 2810 North Speer Boulevard, Denver, CO 80211.