0000909334-15-000005.txt : 20150722 0000909334-15-000005.hdr.sgml : 20150722 20150722122324 ACCESSION NUMBER: 0000909334-15-000005 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150722 DATE AS OF CHANGE: 20150722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Foundation Healthcare, Inc. CENTRAL INDEX KEY: 0001272597 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 200180812 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81595 FILM NUMBER: 15999525 BUSINESS ADDRESS: STREET 1: 14000 N. PORTLAND AVENUE STREET 2: SUITE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 BUSINESS PHONE: 4056015300 MAIL ADDRESS: STREET 1: 14000 N. PORTLAND AVENUE STREET 2: SUITE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 FORMER COMPANY: FORMER CONFORMED NAME: Graymark Healthcare, Inc. DATE OF NAME CHANGE: 20080107 FORMER COMPANY: FORMER CONFORMED NAME: GRAYMARK PRODUCTIONS INC DATE OF NAME CHANGE: 20031210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLIVER Co HOLDINGS, LLC CENTRAL INDEX KEY: 0001648222 IRS NUMBER: 900362124 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 101 N. ROBINSON STREET 2: SUITE 900 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 405-239-2250 MAIL ADDRESS: STREET 1: 101 N. ROBINSON STREET 2: SUITE 900 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 SC 13G 1 oliver13g.htm OLIVER CO. HOLDINGS SC 13G oliver13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.     )*


Foundation Healthcare, Inc. 
(Name of Issuer)

Common Stock, $0.0001 par value 
(Title of Class of Securities)

350405106
(CUSIP Number)

December 31, 2004
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

x Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

CUSIP No. 350405106

1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Oliver Company Holdings, LLC
 
EIN:  90-0362124
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o
 
(b) o
   
3
SEC USE ONLY
   
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Oklahoma
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER                                                      1,744,492
   
   
6
SHARED VOTING POWER
   
   
7
SOLE DISPOSITIVE POWER                                                      1,744,492
   
   
8
SHARED DISPOSITIVE POWER
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,744,492
   
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)10.1%
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO


 
2
 

CUSIP No.  350405106

1
NAMES OF REPORTING PERSONS
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Roy T. Oliver
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o
 
(b) o
   
3
SEC USE ONLY
   
   
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER                                                      1,792,596
   
   
6
SHARED VOTING POWER
   
   
7
SOLE DISPOSITIVE POWER                                                      1,792,596
   
   
8
SHARED DISPOSITIVE POWER
   
   
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,792,596
   
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.4%
   
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN



 
3
 

Item 1.

 
(a)
Name of Issuer                                           Foundation Healthcare, Inc.
     
 
(b)
Address of Issuer’s Principal Executive Offices
     
   
14000 N. Portland Avenue, Suite 200, Oklahoma City, Oklahoma  73134

Item 2.

 
(a)
Name of Person Filing
     
   
The Reporting Persons filing this report are Roy T. Oliver and Oliver Company Holdings, LLC
     
 
(b)
Address of Principal Business Office or, if none, Residence
     
   
The principal business address for the Reporting Persons is 101 North Robinson, Suite 900,
   
Oklahoma City, Oklahoma  73102.
     
 
(c)
Citizenship
     
   
Roy T. Oliver – United States citizen
     
   
Oliver Company Holdings, LLC – Oklahoma limited liability company
     
 
(d)
Title of Class of Securities
     
   
Common Stock, $0.0001 par value
     
 
(e)
CUSIP Number
     
   
350405106

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)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
       
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
o
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
 
(h)
o
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
 
(j)
o
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
       
 
(k)
o
A 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:
       
     
N/A
 

 
 
4
 
Item 4.
Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
   
Roy T. Oliver beneficially owns 1,792,596 shares, including the 1,744,492 shares beneficially owned by Oliver Company Holdings, LLC, over which Roy T. Oliver has voting and dispositive power.
       
 
(b)
Percent of class:
       
   
Roy T. Oliver:  10.4%; Oliver Company Holdings, LLC:  10.1%
       
 
(c)
Number of shares as to which the person has:
       
   
Roy T. Oliver
       
   
(i)
Sole power to vote or to direct the vote:   1,792,596
       
   
(ii)
Shared power to vote or to direct the vote:   0
       
   
(iii)
Sole power to dispose or to direct the disposition of:   1,792,596
       
   
(iv)
Shared power to dispose or to direct the disposition of:   0
     
   
Oliver Company Holdings, LLC
       
   
(i)
Sole power to vote or to direct the vote:   1,744,492
       
   
(ii)
Shared power to vote or to direct the vote:   0
       
   
(iii)
Sole power to dispose or to direct the disposition of:   1,744,492
       
   
(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 five percent of the class of securities, check the following o.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
N/A

Item 8.
Identification and Classification of Members of the Group
 
N/A

Item 9.
Notice of Dissolution of Group
 
N/A
 
 
 
5
 

 
Item 10.
 Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  July 15, 2015
Oliver Company Holdings, LLC
     
 
By:
/s/  ROY T. OLIVER
   
Name:  Roy T. Oliver
   
Title:  Manager
     
     
 
ROY T. OLIVER
 
Roy T. Oliver
     



Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


 
6
 

EX-1 2 oliverfilingagmt.htm JOINT FILING AGREEMENT oliverfilingagmt.htm
EXHIBIT 1
 
JOINT FILING AGREEMENT
 
       Oliver Company Holdings, LLC and Roy T. Oliver hereby agree that the Schedule 13G to which is agreement is attached is filed on behalf of each of them.
 
 
  Oliver Company Holdings, LLC
     
   By:     /s/ ROY T OLIVER
     Roy T. Oliver, Manager
     
     
  /s/ ROY T. OLIVER
  Roy T. Oliver