SCHEDULE 13G/A: Forager Capital Management and Affiliates Disclose 1.1% Stake in Issuer Direct Corp via Amended Schedule 13G

Sentiment:

Beneficial Ownership Report


Forager Capital Management, LLC, Forager Fund, L.P., and their managing partners, Edward Kissel and Robert MacArthur, have filed an amended Schedule 13G, disclosing an aggregate beneficial ownership of 1.1% of Issuer Direct Corp's common stock as of March 14, 2024.

Summary

  • Forager Capital Management, LLC, Forager Fund, L.P., Edward Kissel, and Robert MacArthur (collectively, the "Reporting Persons") have filed an Amendment No. 7 to Schedule 13G regarding their beneficial ownership in ISSUER DIRECT CORP.
  • As of March 14, 2024, the Reporting Persons collectively beneficially owned 42,115 shares of Issuer Direct Corp's Common Stock.
  • This aggregate ownership represents approximately 1.1% of the total class of securities outstanding.
  • The percentages of beneficial ownership are based on 3,815,212 shares of Common Stock issued and outstanding as of March 7, 2024, as reported in Issuer Direct Corp's annual report on Form 10-K for its fiscal year ended December 31, 2023.
  • Forager Fund, LP and Forager Capital Management, LLC each beneficially own 39,650 shares, representing approximately 1.0% of the class, with sole voting and dispositive power.
  • Edward Kissel beneficially owns 42,115 shares (1.1%), with sole voting and dispositive power over 2,465 shares and shared voting and dispositive power over 39,650 shares.
  • Robert MacArthur beneficially owns 39,650 shares (1.0%), with shared voting and dispositive power over all 39,650 shares.
  • The filing states that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 240.14a-11.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently indicate a positive or negative sentiment regarding the company's performance or outlook.

Future Outlook

NA

Industry Context

This filing is a standard disclosure of beneficial ownership, common for investment funds and individuals holding significant, but non-controlling, stakes in publicly traded companies. It provides transparency regarding institutional and individual investor positions, which is a routine aspect of market surveillance.

Related Party Transactions

  • Forager Capital Management, LLC acts as the general partner of Forager Fund, L.P., and Edward Kissel and Robert MacArthur are managing partners of Forager Capital Management, LLC, establishing a related party structure for the beneficial ownership of the shares.

Stakeholder Impact

  • Shareholders: Provides transparency regarding the ownership structure and significant holdings by institutional and individual investors.
  • Regulatory Authorities: Fulfills SEC disclosure requirements for beneficial ownership, ensuring market transparency.

Key Dates

DateDescription
2023-12-31Fiscal year-end for Issuer Direct Corp's annual report on Form 10-K, which reported the total shares outstanding.
2024-03-07Date as of which 3,815,212 shares of Common Stock were reported as issued and outstanding by Issuer Direct Corp.
2024-03-14Date of event which required the filing of this Schedule 13G amendment, reflecting the beneficial ownership stake.
2025-01-08Signature date of the Schedule 13G filing by the Reporting Persons.

Keywords

Beneficial ownership, Schedule 13G, SEC filing, ISSUER DIRECT CORP, Forager Capital Management, Forager Fund, Common Stock, Investment Adviser, Shareholder disclosure

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