Ownership Submission
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Parallel49 Equity, ULC
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2. Issuer Name and Ticker or Trading Symbol
CPI Card Group Inc. [PMTS]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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225 EAST DEERPATH ROAD, SUITE 200
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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LAKE FOREST
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IL
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60045
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_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
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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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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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Parallel49 Equity, ULC
225 EAST DEERPATH ROAD, SUITE 200
LAKE FOREST, IL60045
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X
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Tricor Pacific Capital Partners (Fund IV) U.S., LP
225 EAST DEERPATH ROAD, SUITE 200
LAKE FOREST, IL60045
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X
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Tricor Pacific Capital Partners (Fund IV), LP
225 EAST DEERPATH ROAD, SUITE 200
LAKE FOREST, IL60045
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X
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Signatures
/s/ Parallel49 Equity, ULC By: Nicholas A. Peters, Authorized Individual
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2024-10-04
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**Signature of Reporting Person
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Date
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/s/ Tricor Pacific Capital Partners (Fund IV), LP By: Parallel49 Equity, ULC, its General Partner By: Nicholas A. Peters, Authorized Individual
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2024-10-04
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**Signature of Reporting Person
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Date
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/s/ Tricor Pacific Capital Partners (Fund IV) US, LP By: Parallel49 Equity, ULC, its General Partner By: Nicholas A. Peters, Authorized Individual
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2024-10-04
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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The shares were sold pursuant to that certain Underwriting Agreement between Reporting Person and Issuer dated September 30, 2024.
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(2)
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867,782 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 3,027,160 shares of common stock of the Company. 512,218 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 1,786,817 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.
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(3)
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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.
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