SEC Form SC 13G filed by Issuer Direct Corporation

[  ]

Rule 13d-1(b)

[X]

Rule 13d-1(c)

[  ]

Rule 13d-1(d)

CUSIP No. 46520M204

1.

Names of Reporting Persons

Richard H. Witmer, Jr.

2.

Check the Appropriate Box if a Member of a Group

(a) [  ]

(b) [  ]

3.

SEC Use Only

4.

Citizenship or Place of Organization

United States

 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

5.

Sole Voting Power

190,444

6.

Shared Voting Power

0

7.

Sole Dispositive Power

190,444

8.

Shared Dispositive Power

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

190,444

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

[  ]

11.

Percent of Class Represented by Amount in Row 9

5.02% (with rounding)

12.

Type of Reporting Person

IN

Item 1(a).

Name of Issuer:

Issuer Direct Corporation

Item 1(b).

Address of Issuer's Principal Executive Offices:

1 Glenwood Avenue, Suite 1001, Raleigh NC 27603

Item 2(a).

Name of Person Filing:

This Statement on Schedule 13G is filed by Richard H. Witmer, Jr.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

16 Fort Hills Lane, Greenwich, CT 06831

Item 2(c).

Citizenship:

United States

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 per share

Item 2(e).

CUSIP Number:

46520M204

Item 3.

If this statement is filed pursuant to 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

[  ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

[  ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

[  ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

[  ] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

[  ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[  ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[  ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[  ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[  ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

[  ] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

[  ] Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: [  ]

Item 4.

Ownership.

(a)

Amount beneficially owned:

190,444

(b)

Percent of class:

5.02% (with rounding). The percentage is calculated based upon 3,791,020 shares of Common Stock issued and outstanding as of November 3, 2022, as reported in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission on November 3, 2022.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

190,444

(ii)

Shared power to vote or to direct the vote

0

(iii)

Sole power to dispose or to direct the disposition of

190,444

(iv)

Shared power to dispose or to direct the disposition of

0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Dated: February 14, 2023

Richard H. Witmer, Jr.