SEC FORM 4 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*
ISYSTEMS HOLDINGS, LLC

(Last) (First) (Middle)
C/O SILVER OAK SERVICES PARTNERS LLC
1560 SHERMAN AVENUE, SUITE 1200

(Street)
EVANSTON IL 60201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASURE SOFTWARE INC [ ASUR ]
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)
06/18/2018
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, par value $0.01 06/18/2018 S 500,000(1) D $16.45(2) 1,026,332 I See Footnotes(3)(4)(5)
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
1. Name and Address of Reporting Person*
ISYSTEMS HOLDINGS, LLC

(Last) (First) (Middle)
C/O SILVER OAK SERVICES PARTNERS LLC
1560 SHERMAN AVENUE, SUITE 1200

(Street)
EVANSTON IL 60201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SILVER OAK SERVICES PARTNERS, LLC

(Last) (First) (Middle)
1560 SHERMAN AVENUE, SUITE 1200

(Street)
EVANSTON IL 60201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SILVER OAK MANAGEMENT II, L.P.

(Last) (First) (Middle)
C/O SILVER OAK SERVICES PARTNERS LLC
1560 SHERMAN AVENUE, SUITE 1200

(Street)
EVANSTON IL 60201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SILVER OAK SERVICES PARTNERS II, L.P.

(Last) (First) (Middle)
C/O SILVER OAK SERVICES PARTNERS LLC
1560 SHERMAN AVENUE, SUITE 1200

(Street)
EVANSTON IL 60201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SILVER OAK ISYSTEMS, LLC

(Last) (First) (Middle)
C/O SILVER OAK SERVICES PARTNERS LLC
1560 SHERMAN AVENUE, SUITE 1200

(Street)
EVANSTON IL 60201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BARR GREGORY M

(Last) (First) (Middle)
C/O SILVER OAK SERVICES PARTNERS LLC
1560 SHERMAN AVENUE, SUITE 1200

(Street)
EVANSTON IL 60201

(City) (State) (Zip)
Explanation of Responses:
1. Represent shares of Asure Software Inc.'s (the "Issuer") common stock sold in an underwritten secondary offering.
2. Represents the sale price to the underwriters in the secondary offering of $16.45 per share.
3. These shares are held directly by iSystems Holdings, LLC. ("Holdings"). Silver Oak iSystems, LLC ("iSystems LLC") is the owner of a controlling interest in Holdings and has the right to appoint a majority of the managers of Holdings. Silver Oak Services Partners II, L.P. ("SOSP II") is the sole member of iSystems LLC. Silver Oak Management II, L.P. ("SOM II") is the general partner of SOSP II. Silver Oak Services Partners, LLC ("SOSP LLC") is the general partner of SOM II. Daniel M. Gill and Gregory M. Barr are the sole members of SOSP LLC, each owning a 50% interest in SOSP LLC, who acting together, have the power to direct the decisions of SOSP II regarding the vote and disposition of securities held directly by Holdings.
4. (Continued from footnote 3) Consequently, iSystems LLC, SOSP II, SOM II, SOSP LLC, Mr. Gill and Mr. Barr may be deemed to be an indirect beneficial owner of the shares held directly by Holdings. iSystems LLC, SOSP II, SOM II, SOSP LLC, Mr. Gill and Mr. Barr expressly disclaim beneficial ownership of shares held directly by Holdings, except to the extent of their respective pecuniary interests therein.
5. As a result of this transaction, Holdings, iSystems LLC, SOSP II, SOM II, SOSP LLC and Mr. Barr have direct or indirect ownership of the Issuer of less than 10% and are no longer subject to Section 16 reporting with respect to the Issuer. Mr. Gill continues to be subject to Section 16 reporting in his capacity as a Director of the Issuer. Mr. Gill is filing a separate Form 4 for this transaction.
Remarks:
iSystems Holdings, LLC, By: /s/ Daniel M. Gill, President 06/18/2018
Silver Oak Services Partners, LLC, By: /s/ Daniel M. Gill, Managing Partner 06/18/2018
Silver Oak Management II, L.P., By: Silver Oak Services Partners, LLC, its GP, By: /s/ Daniel M. Gill, Managing Partner 06/18/2018
Silver Oak Services Partners II, L.P., By: Silver Oak Management II, L.P., its GP, By: Silver Oak Services Partners, LLC, its GP, By: /s/ Daniel M. Gill, Managing Partner 06/18/2018
Silver Oak iSystems, LLC, By: /s/ Daniel M. Gill, President 06/18/2018
/s/ Gregory M. Barr 06/18/2018
** Signature of Reporting Person Date
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