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"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 SCHEDULE 13G
Under the Securities Exchange Act of 1934 (Amendment No. )*
Issuer Direct Corporation
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
46520M204
(CUSIP Number)
December 31, 2022
(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)
Rule 13d-1(c)
Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1. NAMES OF REPORTING PERSONS
LionGuard Capital Management Inc.
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
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
262,078
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
262,078
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,078
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.9%
12. TYPE OF REPORTING PERSON (see instructions)
IA
1. NAMES OF REPORTING PERSONS
Andrey Omelchak
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
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
272,578
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
272,578
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,578
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12. TYPE OF REPORTING PERSON (see instructions)
IN
1. NAMES OF REPORTING PERSONS
LionGuard Opportunities 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
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
222,044
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
222,044
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,044
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12. TYPE OF REPORTING PERSON (see instructions)
PN
Item 1.
(a) Name of Issuer
Issuer Direct Corporation
(b) Address of Issuers Principal Executive Offices
1 Glenwood Avenue, Suite 1001, Raleigh NC 27603
Item 2.
(a) Name of Person Filing (each, a Reporting Person)
LionGuard Capital Management Inc. (LionGuard), Andrey Omelchak (Omelchak) and LionGuard Opportunities Fund L.P.
(LionGuard Opportunities and together with LionGuard and Omelchak the Reporting Persons)
(b) Address of the Principal Office of the Reporting Persons
1010 Sherbrooke Street West, Suite 2350,
Montreal, Quebec, Canada H3A 2R7
(c) Citizenship
LionGuard is a Canadian corporation. Omelchak is a citizen of Canada. LionGuard Opportunities is a Canadian limited partnership.
(d) Title of Class of Securities
Common Stock, par value 0.001
(e) CUSIP Number
46520M204
Item 3. If this statement is filed pursuant to Sec. 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.D. 78o):
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) An investment adviser in accordance with Sec. 240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with Sec. 240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with Sec. 240.13d-1(b)(1)(ii)(G);
(h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j) A non-U.S. institution in accordance with Sec. 240.13d-1(b)(1)(ii)(J);
(k) Group, in accordance with Sec. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover pages for the Reporting Persons and is incorporated herein by reference.
The filing of this Schedule 13G shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended, the beneficial owner of any of the shares reported herein. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his,
her or its pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class.
As of the date of this Report, the aggregate beneficial ownership of the Reporting Persons had been reduced to below five percent (5%).
Item 6. Ownership of More than Five Percent on Behalf of another Person.
LionGuard, an investment fund manager registered in Canada, is deemed to be the beneficial owner of 262,078 shares, or 6.9% of the Common Stock
believed to be outstanding, as a result of acting as an investment fund manager to various clients. Omelchak is the chief executive officer and
chief investment officer of LionGuard, the portfolio manager of LionGuard Opportunities and a co-portfolio manager of LionGuard U.S. Small Cap Fund LP
and as such is deemed to be the beneficial owner of 272,578 shares, or 7.1% of the Common Stock believed to be outstanding. Clients of LionGuard have
the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities. LionGuard Opportunities,
for which LionGuard acts as an investment fund manager, may be deemed to beneficially own 222,044 of these 262,078 shares, which equates to 5.8% of
the Common Stock believed to be outstanding. LionGuard U.S. Small Cap Fund LP, a Canadian limited partnership for which LionGuard acts as investment fund manager,
may be deemed to beneficially own 40,034 of these 262,078 shares, which equates to 1.0% of the Common Stock believed to be outstanding. Jordan Steiner, a Canadian citizen,
who is the co-portfolio manager of LionGuard U.S. Small Cap Fund LP may be deemed to beneficially own 40,034 of these 262,078 shares, which equates to 1.0%
of the Common Stock believed to be outstanding.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification
Certification with respect to LionGuard and Omelchak:
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment
fund managers is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s).
I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
Certification with respect to LionGuard Opportunities:
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.
Exhibits.
Exhibit A Joint Filing Agreement by and between the Reporting Persons dated February 1, 2023.
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.
February 1, 2023 Date
/s/ Andrey Omelchak
Andrey Omelchak, as CEO & CIO of LionGuard Capital Management Inc.
/s/ Andrey Omelchak Andrey Omelchak
/s/ Andrey Omelchak
Andrey Omelchak, as President of LionGuard Opportunities GP Inc., the general partner of LionGuard Opportunities Fund L.P.
EXHIBIT INDEX
Ex. Page No.
A Joint Filing Agreement 10
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Issuer Direct Corporation,
dated as of February 1, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be,
filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
February 1, 2023 Date
/s/ Andrey Omelchak
Andrey Omelchak, as CEO & CIO of LionGuard Capital Management Inc.
/s/ Andrey Omelchak Andrey Omelchak
/s/ Andrey Omelchak
Andrey Omelchak, as President of LionGuard Opportunities GP Inc., the general partner of LionGuard Opportunities Fund L.P.