Sec Form 4 Filing - Red Oak Partners, LLC @ SMTC CORP - 2018-08-28

Insider filing report for Changes in Beneficial Ownership
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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
Red Oak Partners, LLC
2. Issuer Name and Ticker or Trading Symbol
SMTC CORP [ SMTX]
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)
1441 BROADWAY, SUITE 5022
3. Date of Earliest Transaction (MM/DD/YY)
08/28/2018
(Street)
NEW YORK, NY10018
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 766,968 I By Pinnacle Opportunities Fund, LP directly ( 1 ) ( 2 )
Common Stock 08/28/2018 08/28/2018 M 1,753,579 A $ 2.25 1,820,182 I By The Red Oak Institutional Founders Long Fund LP directly ( 2 ) ( 3 ) ( 6 )
Common Stock 08/28/2018 08/28/2018 M 222,222 A $ 2.25 921,371 I By David Sandberg Directly ( 6 )
Common Stock 08/28/2018 08/28/2018 M 230,794 A $ 2.25 818,420 I By the Red Oak Long Fund LP directly ( 2 ) ( 5 ) ( 6 )
Common Stock 08/28/2018 08/28/2018 M 106,502 A $ 2.25 1,271,725 I By the Red Oak Fund LP directly ( 2 ) ( 4 ) ( 6 )
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
Restricted Stock Unit $ 1.6 12/13/2017 12/13/2017 A 12,500 12/13/2017 12/13/2018 Common Stock 12,500 $ 1.6 12,500 D
Subscription Rights (right to buy) $ 2.25 08/28/2018 M 2,313,097 07/23/2018 08/28/2018 Common Stock 2,313,097 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Red Oak Partners, LLC
1441 BROADWAY
SUITE 5022
NEW YORK, NY10018
X
Sandberg David
1441 BROADWAY
SUITE 5022
NEW YORK, NY10018
X X
Signatures
/s/ David Sandberg 08/31/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )ROP serves as a managing member of Pinnacle Capital Partners, LLC, a Florida limited liability company ("Pinnacle Partners"). Pinnacle Partners is the general partner of Pinnacle Opportunities Fund, LP, a Delaware limited partnership ("Pinnacle Fund"), the direct owner of the subject securities.
( 2 )Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
( 3 )ROP serves as the general partner of The Red Oak Institutional Founders Long Fund, LP, a Delaware limited partnership (the "Founders Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Founders Fund's portfolio manager.
( 4 )Red Oak Partners, LLC ("ROP") serves as the general partner of The Red Oak Fund, LP, a Delaware limited partnership (the "Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Fund's portfolio manager.
( 5 )ROP serves as the general partner of The Red Oak Long Fund, LP, a Delaware limited partnership (the "Long Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Long Fund's portfolio manager.
( 6 )These transactions represents 2,313,097 common shares acquired for $2.25 a share via the exercise of basic and oversubscription rights as per the SMTC rights offering for holders of record as at July 23, 2018.

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