Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 7)*
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ISSUER DIRECT CORP (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
46520M204 (CUSIP Number) |
03/14/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 46520M204 |
| 1 | Names of Reporting Persons
Forager Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,650.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: 1. Shares reported in this table are held by Forager Fund, LP, of which the Reporting Person is the general partner.
SCHEDULE 13G
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| CUSIP No. | 46520M204 |
| 1 | Names of Reporting Persons
Forager Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,650.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 46520M204 |
| 1 | Names of Reporting Persons
Kissel Edward Urban | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
42,115.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: 2. These shares are held by Forager Fund, LP, of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.
SCHEDULE 13G
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| CUSIP No. | 46520M204 |
| 1 | Names of Reporting Persons
MacArthur Robert Symmes | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,650.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: 3. These shares are held by Forager Fund, LP, of which Forager Capital Management, LLC is the general partner. The Reporting Person is a managing partner of Forager Capital Management, LLC.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
ISSUER DIRECT CORP | |
| (b) | Address of issuer's principal executive offices:
1 GLENWOOD AVE., 1 GLENWOOD AVE., RALEIGH, NORTH CAROLINA, 27603. | |
| Item 2. | ||
| (a) | Name of person filing:
This joint statement on Schedule 13G is being filed by Edward Kissel, Robert MacArthur, Forager Capital Management, LLC, a Delaware limited liability company (the "Investment Adviser"), and Forager Fund, LP, a Delaware limited partnership (the "Fund" and, together with Mr. Kissel, Mr. MacArthur and the Investment Adviser, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is 2025 3rd Ave. N, Suite 350, Birmingham, AL 35203. | |
| (c) | Citizenship:
The Fund is a Delaware limited partnership; the Investment Adviser is a Delaware limited liability company; Mr. Kissel is a citizen of the United States; and Mr. MacArthur is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
46520M204 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of March 14, 2024, the Reporting Persons, in the aggregate, beneficially owned 42,115 shares of Common Stock of the Issuer, representing approximately 1.1% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) the Fund beneficially owns 39,650 shares of Common Stock representing approximately 1.0% of the class; (ii) the Investment Adviser, as the sole general partner of the Fund, beneficially owns 39,650 shares of Common Stock representing approximately 1.0% of the class; (iii) Mr. Kissel, as the managing partner of the Investment Adviser, beneficially owns 42,115 shares of Common Stock representing approximately 1.1% of the class; and (iv) Mr. MacArthur, as the managing partner of the Investment Adviser, beneficially owns 39,650 shares of Common Stock representing approximately 1.0% of the class. The percentages of beneficial ownership reported herein, and on each Reporting Person?s cover page to this Schedule 13G, are based on a total of 3,815,212 shares of the Common Stock issued and outstanding as of March 7, 2024, as reported in the annual report of the Issuer on Form 10-K for its fiscal year ended December 31, 2023.Each of the Fund and the Investment Adviser has the sole power to vote and dispose of the shares of Common Stock beneficially owned by such entity (as described above). Mr. Kissel has the sole power to vote and dispose of 2,465 shares of Common Stock, and has the shared power to vote and dispose of 39,650 shares of Common Stock. Mr. MacArthur has the sole power to vote and dispose of 0 shares of Common Stock, and has the shared power to vote and dispose of 39,650 shares of Common Stock. | |
| Percent of class:
1.0-1.1 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 4(a). | ||
| (ii) Shared power to vote or to direct the vote:
See Item 4(a). | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 4(a). | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 4(a). | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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