0001171843-15-006860.txt : 20151217 0001171843-15-006860.hdr.sgml : 20151217 20151217110644 ACCESSION NUMBER: 0001171843-15-006860 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151217 DATE AS OF CHANGE: 20151217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American CareSource Holdings, Inc. CENTRAL INDEX KEY: 0001316645 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 200428568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81245 FILM NUMBER: 151292644 BUSINESS ADDRESS: STREET 1: 1170 PEACHTREE STREET, NE STREET 2: SUITE 2350 CITY: ATLANTA STATE: GA ZIP: 30309 BUSINESS PHONE: 972-308-6830 MAIL ADDRESS: STREET 1: 1170 PEACHTREE STREET, NE STREET 2: SUITE 2350 CITY: ATLANTA STATE: GA ZIP: 30309 FORMER COMPANY: FORMER CONFORMED NAME: American Caresource Holdings, Inc. DATE OF NAME CHANGE: 20050615 FORMER COMPANY: FORMER CONFORMED NAME: American Caresouce Holdings, Inc. DATE OF NAME CHANGE: 20050204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OMAN MARK C CENTRAL INDEX KEY: 0001201248 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ONE HOME CAMPUS X2401-06X CITY: DES MOINES STATE: IA ZIP: 50328 SC 13D/A 1 gffsc13da_121515.htm FORM SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

American CareSource Holdings, Inc.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
02505A202
(CUSIP Number)
 
 

Mark C. Oman

1170 Peachtree Street NE, Suite 2350

Atlanta, Georgia 30309

(404) 465-1000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 
December 9, 2015
(Date of Event which Requires Filing of this Statement)
     

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

 

 

 

     
     
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).  
  Mark C. Oman  
     
     
2. Check the Appropriate Box if a Member of a Group (See Instructions)  
   ☐  
   ☐  
     
     
3. SEC Use Only  
     
     
4. Source of Funds (See Instructions) PF, OO
     
     
5. Check if Disclosure or Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
     
     
6. Citizenship or Place of Organization United States
     
     
Number of 7. Sole Voting Power 3,547,132(1)
Shares      
Beneficially 8. Shared Voting Power 90,000(2)
Owned by      
Each 9. Sole Dispositive Power 3,547,132 (1)
Reporting      
Person 10. Shared Dispositive Power 90,000(2)
With      
       
       
11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,637,132(3)
     
     
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
     
     
13. Percent of Class Represented by Amount in Row (11) 19.55%
     
     
14. Type of Reporting Person (See Instructions) IN
     
     

______________ 

(1) Consists of 1,538,571 shares of Common Stock held directly by Mr. Oman and 2,008,561 shares issuable to Mr. Oman upon the exercise of currently exercisable warrants.

(2) These shares of Common Stock are held jointly by Mr. Oman and his wife.

(3) See Notes (1) and (2) above.

 

 

This Amendment No. 1 to Schedule 13D ("Amendment No. 1") relates to the common stock, par value $0.01 per share (the "Common Stock"), of American CareSource Holdings, Inc. (the "Issuer") and amends the Schedule 13D filed by Mark C. Oman with the Securities and Exchange Commission ("SEC") on May 8, 2015 (the "Schedule 13D"). The Issuer's principal executive offices are located at 1170 Peachtree Street NE, Suite 2350, Atlanta, Georgia 30309.

Except as set forth below, all Items of Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

On May 20, 2015, stockholders approved the awards of 10,000 restricted stock units made to Mr. Oman on each of May 30, 2013 and June 3, 2014. On August 28, 2015, those 20,000 restricted stock units were converted to 20,000 shares of Common Stock that were issued to Mr. Oman and are owned jointly by Mr. Oman and his wife.

On August 12, 2015, Mr. Oman was issued a warrant to purchase 99,990 shares of Common Stock in consideration for providing a guarantee to a lender of up to $333,333 of the increase in a line of credit extended to the Issuer. The initial exercise price of $1.70 per share is subject to adjustment to $0.70 per share if the Issuer's stockholders approve certain anti-dilution provisions of the August 12, 2015 warrant.

On August 28, 2015, Mr. Oman was issued 10,000 shares of restricted Common Stock under the provisions of the Issuer's director compensation program in consideration of his service as a director.

On December 9, 2015, Mr. Oman purchased, in the Issuer's public offering, 1,428,571 Class A Units, consisting of 1,428,571 shares of Common Stock and a warrant to purchase 1,428,571 shares of Common Stock at an exercise price of $0.875 per share. The price of each Class A Unit was $0.70. In making such purchase, Mr. Oman used personal funds in the amount of $500,000 and borrowed $500,000 in his margin account at Wells Fargo Advisors on its customary terms and conditions. Such Common Stock and warrant are not collateral for said margin loan.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of shares of Common Stock of the Issuer reported to be beneficially owned is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 and is based on 6,954,293 shares of Common Stock outstanding on November 3, 2015 plus 9,642,857 shares of Common Stock issued on December 9, 2015 in the Issuer's public offering, as reported in the Issuer's prospectus filed with the SEC on December 8, 2015, for a total of 16,597,150 shares outstanding. Unless otherwise indicated, Mr. Oman has sole voting and investment power with respect to the shares of Common Stock described below. As of the date of this Amendment No. 1, Mr. Oman beneficially owns 3,637,132 shares of Common Stock, which includes (i) 90,000 shares of Common Stock owned by Mr. Oman jointly with his wife as to which Mr. Oman has shared voting and investment power; (ii) 1,538,571 shares of Common Stock owned directly by Mr. Oman; and (ii) 2,008,561 shares of Common Stock issuable to Mr. Oman upon the exercise of currently exercisable warrants. As a result of the foregoing, as of the date of this Amendment No. 1, Mr. Oman beneficially owns 19.55% of the shares of Common Stock of the Issuer.

 

 

 

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.

Date: December 16, 2015

    /s/ Mark C. Oman
    Mark C. Oman