Sec Form 4 Filing - Sandberg David @ SMTC CORP - 2019-06-25

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Sandberg David
2. Issuer Name and Ticker or Trading Symbol
SMTC CORP [ SMTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ 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)
06/25/2019
(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 06/25/2019 X( 1 ) 27,879 A $ 3.14 980,926 I By The Red Oak Long Fund, LP directly ( 2 ) ( 3 )
Common Stock 06/25/2019 X( 1 ) 52,282 A $ 3.14 2,339,595 ( 4 ) I By The Red Oak Fund, LP directly ( 2 ) ( 5 )
Common Stock 1,053,838 D
Common Stock 1,820,182 I By The Red Oak Institutional Founders Long Fund, LP directly ( 2 ) ( 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 D erivative 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
Subscription Rights (right to buy) $ 3.14 06/25/2019 X( 1 ) 27,879 05/31/2019 06/25/2019 Common Stock 27,879 $ 0 0 I By The Red Oak Long Fund, LP directly ( 2 ) ( 3 )
Subscription Rights (right to buy) $ 3.14 06/25/2019 X( 1 ) 52,282 05/31/2019 06/25/2019 Common Stock 52,282 $ 0 0 I By The Red Oak Fund, LP directly ( 2 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sandberg David
1441 BROADWAY
SUITE 5022
NEW YORK, NY10018
X X
Red Oak Partners, LLC
1441 BROADWAY
SUITE 5022
NEW YORK, NY10018
X
Signatures
/s/ David Sandberg 06/27/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the exercise of over-subscription rights by the reporting person in the offering of subscription rights (the "Rights Offering") by SMTC Corporation, which Rights Offering expired on June 20, 2019. All over-subscriptions in the Rights Offering were subject to proration. On June 25, 2019, the subscription agent for the Rights Offering completed its proration calculations, pursuant to which the reporting person recived its pro rata portion of the shares issued pursuant to all rights holders' over-subscription privileges.
( 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 )Red Oak Partners, LLC ("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.
( 4 )Includes 766,968 shares of common stock that were transferred from Pinnacle Opportunities Fund, LP, a Delaware limited partnership ("Pinnacle Fund"), to The Red Oak Fund, LP., a Delaware limited partnership (the "Fund"), on December 31, 2018. ROP served as a managing member of Pinnacle Capital Partners, LLC, a Florida limited liability company ("Pinnacle Partners") and general partner of Pinnacle Fund.
( 5 )ROP serves as the general partner of The Fund, the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Fund's portfolio manager.
( 6 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.