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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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. 2)*
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CPI Card Group Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
12634H200 (CUSIP Number) |
12/31/2025 (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. | 12634H200 |
| 1 | Names of Reporting Persons
Parallel49 Equity, ULC | ||||||||
| 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
CANADA (FEDERAL LEVEL)
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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
2,687,921.00 | ||||||||
| 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)
23.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The Reporting Persons filed a Schedule 13G on February 12, 2016 (the "Original Filing") and an amended Schedule 13G/A on November 12, 2024 (the "First Amended Filing"). This amended Schedule 13G (this "Schedule 13G/A" reflects all material changes since the First Amended Filing. The shares beneficially owned by the Reporting Person consists of shares of common stock ("Common Stock") of CPI Card Group Inc. (the "Issuer") held by Tricor Pacific Capital Partners (Fund IV), Limited Partnership ("TPCP IV") and Tricor Pacific Captial Partners (Fund IV) US, Limited Partnership ("TPCP IV US" and together with TPCP IV, the "Tricor Funds"), each of which is managed by Parallel49 Equity, ULC ("Parallel49" and together with the Tricor Funds, the "Reporting Persons"), as the general partner. An investment committee of the Tricor Funds, comprised of Bradley Seaman, J. Trevor Johnstone and Roderick Senft, 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. The shares beneficially owned by the Reporting Person reflects the sale of an aggregate of 2,126,056 shares of Common Stock by the Tricor Funds pursuant to Share Purchase Agreements dated December 4, 2025. The percent ownership is based on 11,387,538 shares of Common Stock outstanding as of October 28, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on November 4, 2025.
SCHEDULE 13G
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| CUSIP No. | 12634H200 |
| 1 | Names of Reporting Persons
Tricor Pacific Capital Partners (Fund IV), Limited Partnership | ||||||||
| 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 (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,690,238.00 | ||||||||
| 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)
14.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares beneficially owned by the Reporting Person reflects the sale of an aggregate of 1,336,922 shares of Common Stock by TPCP IV pursuant to Share Purchase Agreements dated December 4, 2025. The percent ownership is based on 11,387,538 shares of Common Stock outstanding as of October 28, 2025, as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G
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| CUSIP No. | 12634H200 |
| 1 | Names of Reporting Persons
Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
997,683.00 | ||||||||
| 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)
8.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The shares beneficially owned by the Reporting Person reflects the sale of 789,134 shares of Common Stock by TPCP IV US pursuant to Share Purchase Agreements dated December 4, 2025. The percent ownership is based on 11,387,538 shares of Common Stock outstanding as of October 28, 2025 as reported by the Issuer in the Form 10-Q.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CPI Card Group Inc. | |
| (b) | Address of issuer's principal executive offices:
10368 W Centennial Road, Littleton, CO | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G/A is being jointly filed by each of the following Reproting Persons pursuant to Rule 13d-1(k): Parallel49 Equity, ULC; Tricor Pacific Capital Partners (Fund IV), Limited Partnership; and Tricor Pacific Capital Partners (Fund IV) US, Limited Partnership. The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2016, a copy of which was attached as Exhibit A to the Original Filing. | |
| (b) | Address or principal business office or, if none, residence:
c/o Parallel49 Equity 276 East Deerpath Road Lake Forest, IL 60045 | |
| (c) | Citizenship:
Parallel49 and TPCP IV are organized under the laws of Canada. TPCP IV US is organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
12634H200 | |
| 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:
The information required by Item 4(a) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. %
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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:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons may be deemed to be a "group" for purposes of Section 13(d)(3) of the Act. The Reporting Persons expressly disclaim that they have agreed to act as a group other than as described in this statement. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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