SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Palm Management (US) LLC

(Last)

(First)

(Middle)

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIRNER DENTAL MANAGEMENT SERVICES INC [ BDMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,000⁽¹⁾	I	Bradley M. Tirpak
Common Stock								2,000⁽¹⁾	I	Joshua Horowitz

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Senior Subordinated Secured Loan Notes	$5	09/01/2018		J⁽¹⁰⁾		$1,497,000		⁽²⁾	⁽³⁾	Common Stock	299,400	⁽¹⁰⁾	$3,038,212⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	Palm Global Small Cap Master Fund LP
Convertible Senior Subordinated Secured Loan Notes	$5	09/01/2018		J⁽¹⁰⁾			$1,497,000	⁽²⁾	⁽³⁾	Common Stock	299,400	⁽¹⁰⁾	$2,099,161⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	Palm Active Dental, LLC
Series A Convertible Preferred Stock	⁽⁴⁾	09/01/2018		J⁽¹⁰⁾		3		⁽²⁾	⁽⁵⁾	Common Stock	600	⁽¹⁰⁾	6⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	Palm Global Small Cap Master Fund LP
Series A Convertible Preferred Stock	⁽⁴⁾	09/01/2018		J⁽¹⁰⁾			3	⁽²⁾	⁽⁵⁾	Common Stock	600	⁽¹⁰⁾	4⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	I	Palm Active Dental, LLC
Convertible Senior Subordinated Secured Loan Notes	$5							⁽²⁾	⁽³⁾	Common Stock	93,400		$467,000⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	I	Palm Active Dental II, LP
Series A Convertible Preferred Stock	⁽⁴⁾							⁽²⁾	⁽⁵⁾	Common Stock	200		1⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	I	Palm Active Dental II, LP

1. Name and Address of Reporting Person^*

Palm Management (US) LLC

(Last)

(First)

(Middle)

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Palm Active Dental LLC

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Palm Global Small Cap Master Fund LP

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Palm Active Dental II, LP

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Palm Active Partners Management, LLC

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Palmer Bradley C

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Tirpak Bradley M

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Horowitz Joshua

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Restricted stock that vests in two equal installments on June 20, 2019 and June 20, 2020.

2. 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.

3. The maturity date for the Notes is September 30, 2023.

4. 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.

5. 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.

6. 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).

7. 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.

8. 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.

9. 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.

10. Represents the contribution by PAD to the Fund of $1,497,000 in principal amount of the Notes and three shares of Series A Preferred in exchange for limited partnership interests in the Fund with a value equal to $1,500,000.

	PALM MANAGEMENT (US) LLC, /s/ Joshua Horowitz, Managing Director	09/04/2018
	PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary	09/04/2018
	PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua Horowitz, Director	09/04/2018
	PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director	09/04/2018
	PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director	09/04/2018
	/s/ Bradley C. Palmer	09/04/2018
	/s/ Bradley M. Tirpak	09/04/2018
	/s/ Joshua S. Horowitz	09/04/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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