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Ownership Document
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| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 4/5/24 |
| Issuer: |
| Issuer CIK: 1641614 |
| Issuer Name: CPI Card Group Inc. |
| Issuer Trading Symbol: PMTS |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1655148 |
| | Owner Name: Parallel49 Equity, ULC |
| Reporting Owner Address: |
| | Owner Street 1: 225 EAST DEERPATH ROAD, SUITE 200 |
| | Owner Street 2: |
| | Owner City: LAKE FOREST |
| | Owner State: IL |
| | Owner ZIP Code: 60045 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1655154 |
| | Owner Name: Tricor Pacific Capital Partners (Fund IV) U.S., LP |
| Reporting Owner Address: |
| | Owner Street 1: 225 EAST DEERPATH ROAD, SUITE 200 |
| | Owner Street 2: |
| | Owner City: LAKE FOREST |
| | Owner State: IL |
| | Owner ZIP Code: 60045 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1655155 |
| | Owner Name: Tricor Pacific Capital Partners (Fund IV), LP |
| Reporting Owner Address: |
| | Owner Street 1: 225 EAST DEERPATH ROAD, SUITE 200 |
| | Owner Street 2: |
| | Owner City: LAKE FOREST |
| | Owner State: IL |
| | Owner ZIP Code: 60045 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/5/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | | Footnote ID: F1 |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 244,314 |
| | | Transaction Price Per Share: |
| Value: 18.026 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,314,511 |
| Footnote ID: F2 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F3 |
| Footnote ID: F4 |
| Footnotes: |
| Footnote - F1: The shares were repurchased pursuant to that certain Stock Repurchase Agreement between Reporting Person and Issuer dated December 6, 2023. |
| Footnote - F2: On December 18, 2017, Issuer filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company's Third Amended and Restated Certificate of Incorporation to effect a one-for-five (1-for-5) reverse stock split as of December 20, 2017. The most recent Form 4 filed by Reporting Person dated October 15, 2015 reflected 32,794,131 pre-split shares, allocated to Tricor Pacific Capital Partners (Fund IV), LP and Tricor Pacific Capital Partners (Fund IV) US, LP in the amounts of 20,621,843 and 12,172,288, respectively, which equated to 4,124,368 and 2,434,457 post-split shares, respectively, or 6,558,825 post-split shares in the aggregate. |
| Footnote - F3: 153,631 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV), LP, following which sale, Tricor Pacific Capital Partners (Fund IV), LP holds 3,970,737 shares of common stock of the Company. 90,683 shares reported on this line were sold by Tricor Pacific Capital Partners (Fund IV) US, LP, following which sale, Tricor Pacific Capital Partners (Fund IV) US, LP holds 2,343,774 shares of common stock of the Company. Each of Tricor Pacific Capital Partners (Fund IV), LP and Tricor Pacific Capital Partners (Fund IV) US, LP (together, the "Tricor Funds") is managed by Parallel49 Equity, ULC (formerly Tricor Pacific Capital Partners (Fund IV), ULC), as the general partner. |
| Footnote - F4: Bradley Seaman, David Rowntree, J. Trevor Johnstone and Roderick Senft are the sole members of an investment committee of the Tricor Funds that has the power to vote or dispose of the shares held by the Tricor Funds. Each member of the investment committee expressly disclaims any beneficial ownership of any shares of common stock held by the Tricor Funds. |
| Owner Signature: |
| Signature Name: /s/ Parallel49 Equity, ULC By: John Westerman, Managing Director |
| Signature Date: 4/15/24 |
| Owner Signature: |
| Signature Name: /s/ Tricor Pacific Capital Partners (Fund IV), LP By: Parallel49 Equity, ULC, its General Partner By: John Westerman, Managing Director |
| Signature Date: 4/15/24 |
| Owner Signature: |
| Signature Name: /s/ Tricor Pacific Capital Partners (Fund IV) US, LP By: Parallel49 Equity, ULC, its General Partner By: John Westerman, Managing Director |
| Signature Date: 4/15/24 |
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