Statement of Changes in Beneficial Ownership (4)
April 06 2021 - 4:01PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Sandberg David |
2. Issuer Name and Ticker or Trading Symbol
SMTC CORP
[
SMTX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1969 SW 17TH ST., |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/5/2021 |
(Street)
BOCA RATON, FL 33486
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/5/2021 | | D(1) | | 1060920 | D | $6.044 | 0 | D | |
Common Stock | 4/5/2021 | | D(1) | | 980926 | D | $6.044 | 0 | I | By The Red Oak Long Fund, LP directly (2)(3) |
Common Stock | 4/5/2021 | | D(1) | | 2339595 (4) | D | $6.044 | 0 | I | By The Red Oak Fund, LP directly (2)(4) |
Common Stock | 4/5/2021 | | D(1) | | 1820182 | D | $6.044 | 0 | I | By The Red Oak Institutional Founders Long Fund, LP directly (2)(5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 3, 2021, by and among EMS Silver
Inc. ("EMS Silver"), EMS Silver Merger Sub Inc., a wholly owned subsidiary of EMS Silver, and the issuer, pursuant to which, at the effective time
of the merger, the outstanding shares of the issuers common stock were converted into the right to receive $6.044 per share in cash, without
interest. |
(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) | 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 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Sandberg David 1969 SW 17TH ST. BOCA RATON, FL 33486 | X | X |
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Red Oak Partners, LLC 1441 BROADWAY SUITE 5022 NEW YORK, NY 10018 |
| X |
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Signatures
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David Sandberg | | 4/6/2021 |
**Signature of Reporting Person | Date |
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