0001144204-18-045368.txt : 20180817 0001144204-18-045368.hdr.sgml : 20180817 20180817162536 ACCESSION NUMBER: 0001144204-18-045368 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180815 FILED AS OF DATE: 20180817 DATE AS OF CHANGE: 20180817 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palmer Bradley C CENTRAL INDEX KEY: 0001726523 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 181026046 MAIL ADDRESS: STREET 1: C/O PALM MANAGEMENT (US) LLC STREET 2: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tirpak Bradley M CENTRAL INDEX KEY: 0001484439 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 181026047 MAIL ADDRESS: STREET 1: 50 ORCHARD ST. CITY: NEW YORK STATE: NY ZIP: 10002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Horowitz Joshua CENTRAL INDEX KEY: 0001612424 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 181026048 MAIL ADDRESS: STREET 1: 72-38 113TH STREET STREET 2: APARTMENT 3L CITY: FOREST HILLS STATE: NY ZIP: 11375 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palm Management (US) LLC CENTRAL INDEX KEY: 0001726497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 181026049 BUSINESS ADDRESS: STREET 1: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 302-7000 MAIL ADDRESS: STREET 1: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palm Active Dental LLC CENTRAL INDEX KEY: 0001726515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 181026050 BUSINESS ADDRESS: STREET 1: C/O PALM MANAGEMENT (US) LLC STREET 2: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 302-7000 MAIL ADDRESS: STREET 1: C/O PALM MANAGEMENT (US) LLC STREET 2: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palm Global Small Cap Master Fund LP CENTRAL INDEX KEY: 0001726444 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 181026051 BUSINESS ADDRESS: STREET 1: C/O PALM MANAGEMENT (US) LLC STREET 2: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203) 302-7000 MAIL ADDRESS: STREET 1: C/O PALM MANAGEMENT (US) LLC STREET 2: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palm Active Dental II, LP CENTRAL INDEX KEY: 0001750234 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 181026052 BUSINESS ADDRESS: STREET 1: C/O PALM MANAGEMENT (US) LLC STREET 2: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203)302-7000 MAIL ADDRESS: STREET 1: C/O PALM MANAGEMENT (US) LLC STREET 2: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Palm Active Partners Management, LLC CENTRAL INDEX KEY: 0001750348 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 181026053 BUSINESS ADDRESS: STREET 1: C/O PALM MANAGEMENT (US) LLC STREET 2: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: (203)302-7000 MAIL ADDRESS: STREET 1: C/O PALM MANAGEMENT (US) LLC STREET 2: 19 WEST ELM STREET CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIRNER DENTAL MANAGEMENT SERVICES INC CENTRAL INDEX KEY: 0000948072 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000] IRS NUMBER: 841307044 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1777 S. HARRISON STREET, STREET 2: SUITE 1400 CITY: DENVER STATE: CO ZIP: 80210 BUSINESS PHONE: 3036910680 MAIL ADDRESS: STREET 1: 1777 S. HARRISON STREET, STREET 2: SUITE 1400 CITY: DENVER STATE: CO ZIP: 80210 4 1 tv501267_4.xml OWNERSHIP DOCUMENT X0306 4 2018-08-15 0 0000948072 BIRNER DENTAL MANAGEMENT SERVICES INC BDMS 0001726497 Palm Management (US) LLC 19 WEST ELM STREET GREENWICH CT 06830 1 0 1 0 0001726515 Palm Active Dental LLC C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH CT 06830 1 0 1 0 0001726444 Palm Global Small Cap Master Fund LP C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH CT 06830 1 0 1 0 0001750234 Palm Active Dental II, LP C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH CT 06830 1 0 1 0 0001750348 Palm Active Partners Management, LLC C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH CT 06830 1 0 1 0 0001726523 Palmer Bradley C C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH CT 06830 0 0 1 0 0001484439 Tirpak Bradley M C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH CT 06830 1 0 1 0 0001612424 Horowitz Joshua C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH CT 06830 1 0 1 0 Common Stock 2000 I Bradley M. Tirpak Common Stock 2000 I Joshua Horowitz Convertible Senior Subordinated Secured Loan Notes 5 2018-08-15 4 P 0 467000 467000 A Common Stock 93400 467000 I Palm Active Dental II, LP Series A Convertible Preferred Stock 2018-08-15 4 P 0 1 1000 A Common Stock 200 1 I Palm Active Dental II, LP Convertible Senior Subordinated Secured Loan Notes 5 Common Stock 299400 1541212 I Palm Global Small Cap Master Fund LP Convertible Senior Subordinated Secured Loan Notes 5 Common Stock 698600 3596161 I Palm Active Dental, LLC Series A Convertible Preferred Stock Common Stock 600 3 I Palm Global Small Cap Master Fund LP Series A Convertible Preferred Stock Common Stock 1400 7 I Palm Active Dental, LLC Restricted stock that vests in two equal installments on June 20, 2019 and June 20, 2020. The Convertible Senior Subordinated Loan Notes (the ?Notes?) and Series A Convertible Preferred Stock (?Series A Preferred?) are both convertible into Series B Convertible Preferred Stock (?Series B Preferred?) at any time at the option of the holder, which Series B Preferred is then convertible into Common Stock at any time at the option of the holder. The maturity date for the Notes is September 30, 2023. Each share of Series A Preferred is convertible into such number of shares of Series B Preferred as is determined by dividing the Series A Preference Price ($1,000 per share of Series A Preferred), plus any and all accrued and unpaid dividends, by $5. Each share of Series B Preferred is convertible into such number of shares of Common Stock as is determined by dividing the Series B Preference Price ($5 per share of Series B Preferred), plus any and all accrued and unpaid dividends, by the Conversion Price ($5) then in effect. Shares of Series A Preferred may be redeemed at any time at the option of the holder beginning on the sixth anniversary date of December 28, 2017. Assuming the conversion of both the Notes and the Series A Preferred into Series B Preferred and the Series B Preferred into Common Stock, the Reporting Persons in the aggregate will own 1,093,600 shares of Common Stock, which represent approximately 36.8% of the Company?s outstanding shares of Common Stock (assuming the conversion of the securities) (not including restricted stock held by Messrs. Horowitz and Tirpak, who serve as directors of the Company, received as director compensation). Due to his positions with Palm Management (US) LLC and affiliated entities, Mr. Palmer may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global Small Cap Master Fund LP (the "Fund"), Palm Active Dental, LLC ("PAD") and Palm Active Dental II, LP ("PAD II"). Mr. Palmer disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Palm Management (US) LLC, as the investment manager of the Fund, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by the Fund. Due to their positions with the Fund and Palm Management (US) LLC, Messrs. Horowitz and Tirpak may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by the Fund. Messrs. Horowitz and Tirpak disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest therein. Palm Active Partners Management, LLC, as the investment manager of PAD and PAD II, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by PAD and PAD II. Due to their positions as managing directors of Palm Active Partners Management, LLC, Messrs. Horowitz, Palmer and Tirpak may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by PAD and PAD II. Messrs. Horowitz, Palmer and Tirpak disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest therein. The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred is $147,669 through July 31, 2018. The principal amounts of the Notes in Column 9 of Table II include such PIK interest. PALM MANAGEMENT (US) LLC, /s/ Joshua Horowitz, Managing Director 2018-08-17 PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary 2018-08-17 PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua Horowitz, Director 2018-08-17 PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director 2018-08-17 PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director 2018-08-17 /s/ Bradley C. Palmer 2018-08-17 /s/ Bradley M. Tirpak 2018-08-17 /s/ Joshua S. Horowitz 2018-08-17