Sec Form 4 Filing - Tricor Pacific Capital Partners (Fund IV), ULC @ CPI Card Group Inc. - 2015-10-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Tricor Pacific Capital Partners (Fund IV), ULC 2. Issuer Name and Ticker or Trading Symbol CPI Card Group Inc. [ PMTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TRICOR PACIFIC CAPITAL, ONE WESTMINSTER PLACE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2015 (Street) LAKE FOREST, IL60045 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/15/2015 S 1,899,605 D $ 9.5 32,794,131 I See footnote ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tricor Pacific Capital Partners (Fund IV), ULC C/O TRICOR PACIFIC CAPITAL ONE WESTMINSTER PLACE, SUITE 100 LAKE FOREST, IL60045 X Tricor Pacific Capital Partners (Fund IV), LP C/O TRICOR PACIFIC CAPITAL ONE WESTMINSTER PLACE, SUITE 100 LAKE FOREST, IL60045 X Tricor Pacific Capital Partners (Fund IV) U.S., LP C/O TRICOR PACIFIC CAPITAL ONE WESTMINSTER PLACE, SUITE 100 LAKE FOREST, IL60045 X Signatures Tricor Pacific Capital Partners (Fund IV), ULC By: /s/ Bradley Seaman Name: Bradley Seaman Title: Managing Director 10/19/2015 Signature of Reporting Person Date Tricor Pacific Capital Partners (Fund IV), LP By: Tricor Pacific Capital Partners (Fund IV), ULC, its General Partner By: /s/ Bradley Seaman Name: Bradley Seaman Title: Managing Director 10/19/2015 Signature of Reporting Person Date Tricor Pacific Capital Partners (Fund IV) US, LP By: Tricor Pacific Capital Partners (Fund IV), ULC, its General Partner By: /s/ Bradley Seaman Name: Bradley Seaman Title: Managing Director 10/19/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1,194,523 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV), LP to the underwriters in the initial public offering of CPI Card Group Inc. (the "Company"). Following such sale, Tricor Pacific Capital Partners (Fund IV), LP holds 20,621,843 shares of common stock of the Company. 705,082 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV) US, LP to the underwriters in the initial public offering of the Company. Following such sale, Tricor Pacific Capital Partners (Fund IV) US, LP holds 12,172,288 shares of common stock of the Company. Each of Tricor Pacific Capital Partners (Fund IV), LP and Tricor Pacific Capital Partners (Fund IV) US, LP (together, the "Tricor Funds") is managed by Tricor Pacific Capital Partners (Fund IV), ULC, as the general partner. ( 2 )Bradley Seaman, David Rowntree, J. Trevor Johnstone and Roderick Senft are the sole members of an investment committee of the Tricor Funds that has the power to vote or dispose of the shares held by the Tricor Funds. Each member of the investment committee expressly disclaims any beneficial ownership of any shares of common stock held by the Tricor Funds.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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