SMTC (SMTX) Form 4 SMTC / David Sandberg ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Red Oak Partners, LLC

(Last) (First) (Middle)

1441 BROADWAY

SUITE 5022

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person^*

Red Oak Partners, LLC

(Last) (First) (Middle)

1441 BROADWAY

SUITE 5022

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sandberg David

(Last) (First) (Middle)

1441 BROADWAY

SUITE 5022

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

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.

	/s/ David Sandberg	08/31/2018
	** Signature of Reporting Person	Date
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