Sec Form 4 Filing - Red Oak Partners, LLC @ ASURE SOFTWARE INC - 2019-11-20

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 ASURE SOFTWARE INC [ ASUR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 40 RICHARDS AVE., SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2019 (Street) NORWALK, CT06854 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 11/20/2019 S 14,786 D $ 8.488 ( 5 ) 591,407 I By The Red Oak Fund, LP directly ( 1 ) ( 2 ) Common Stock 11/20/2019 S 3,580 D $ 8.488 ( 5 ) 143,197 I By The Red Oak Long Fund, LP directly ( 1 ) ( 3 ) Common Stock 11/20/2019 S 4,634 D $ 8.488 ( 5 ) 185,366 I By The Red Oak Institutional Founders Long Fund, LP directly ( 1 ) ( 4 ) Common Stock 11/21/2019 S 55,929 D $ 8.564 ( 6 ) 535,478 I By The Red Oak Fund, LP directly ( 1 ) ( 2 ) Common Stock 11/21/2019 S 13,543 D $ 8.564 ( 6 ) 129,654 I By The Red Oak Long Fund, LP directly ( 1 ) ( 3 ) Common Stock 11/21/2019 S 17,528 D $ 8.564 ( 6 ) 167,838 I By The Red Oak Institutional Founders Long Fund, LP directly ( 1 ) ( 4 ) Common Stock 22,415 I By David Sandberg Directly

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 Red Oak Partners, LLC 40 RICHARDS AVE. SUITE 300 NORWALK, CT06854 X Sandberg David 150 E PALMETTO PARK ROAD SUITE 800 BOCA RATON, FL33432 X Signatures David Sandberg 11/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Red Oak Partners, LLC ("ROP") serves as the general partner of The Red Oak Fund, LP, a Delaware limited partnership (the "Red Oak Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Red Oak Fund's portfolio manager. ( 3 )ROP serves as the general partner of The Red Oak Long Fund, LP, a Delaware limited partnership (the "Red Oak Long Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Red Oak Long Fund's portfolio manager. ( 4 )ROP serves as the general partner of The Red Oak Institutional Founders Long Fund, LP, a Delaware limited partnership (the "Red Oak Founders Fund"), the direct owner of the subject securities. David Sandberg is the managing member of ROP and the Red Oak Founders Fund's portfolio manager. ( 5 )These transactions were executed in multiple trades at prices ranging from $8.415 to $8.650. The price reported in Column 4 of Table I reflects the weighted average purchase price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which each of the individual transactions was effected. ( 6 )These transactions were executed in multiple trades at prices ranging from $8.510 to $8.635. The price reported in Column 4 of Table I reflects the weighted average purchase price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which each of the individual transactions was effected.

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).

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