0001144204-19-001607.txt : 20190114 0001144204-19-001607.hdr.sgml : 20190114 20190114170304 ACCESSION NUMBER: 0001144204-19-001607 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190114 FILED AS OF DATE: 20190114 DATE AS OF CHANGE: 20190114 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: 19525564 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: 19525565 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: 19525566 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: 19525567 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: 19525568 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: Palmer Bradley C CENTRAL INDEX KEY: 0001726523 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23367 FILM NUMBER: 19525569 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: 19525570 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: 19525571 MAIL ADDRESS: STREET 1: 72-38 113TH STREET STREET 2: APARTMENT 3L CITY: FOREST HILLS STATE: NY ZIP: 11375 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 tv510924_form4.xml FORM 4 X0306 4 2019-01-14 1 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 2019-01-14 4 C 0 630705 5 A 630705 I Palm Global Small Cap Master Fund LP Common Stock 2019-01-14 4 C 0 420470 5 A 420470 I Palm Active Dental, LLC Common Stock 2019-01-14 4 C 0 95344 5 A 95344 I Palm Active Dental II, LLC Common Stock 2019-01-14 4 C 0 1264 A 631969 I Palm Global Small Cap Master Fund LP Common Stock 2019-01-14 4 C 0 843 A 421313 I Palm Active Dental, LLC Common Stock 2019-01-14 4 C 0 204 A 95548 I Palm Active Dental II, LLC Common Stock 2019-01-14 4 D 0 631969 D 0 I Palm Global Small Cap Master Fund LP Common Stock 2019-01-14 4 D 0 421313 D 0 I Palm Active Dental, LLC Common Stock 2019-01-14 4 D 0 95548 D 0 I Palm Active Dental II, LLC Common Stock 2019-01-14 4 D 0 2000 D 0 I Bradley M. Tirpak Common Stock 2019-01-14 4 D 0 2000 D 0 I Joshua Horowitz Convertible Senior Subordinated Secured Loan Notes 5 2019-01-14 4 C 0 3153524 0 D Common Stock 630705 0 I Palm Global Small Cap Master Fund LP Convertible Senior Subordinated Secured Loan Notes 5 2019-01-14 4 C 0 2102350 0 D Common Stock 420470 0 I Palm Active Dental, LLC Convertible Senior Subordinated Secured Loan Notes 5 2019-01-14 4 C 0 476718 0 D Common Stock 95344 0 I Palm Active Dental II, LP Series A Convertible Preferred Stock 2019-01-14 4 C 0 6 0 D Common Stock 1264 0 I Palm Global Small Cap Master Fund LP Series A Convertible Preferred Stock 2019-01-14 4 C 0 4 0 D Common Stock 843 0 I Palm Active Dental, LLC Series A Convertible Preferred Stock 2019-01-14 4 C 0 1 0 D Common Stock 204 0 I Palm Active Dental II, LP On January 14, 2019, Birner Dental Management Services, Inc. ("Birner") completed a merger transaction pursuant to which Birner became a wholly owned subsidiary of Mid-Atlantic Dental Services Holdings, LLC (the "Merger"). Each share of Birner common stock was converted into the right to receive $10.62 in cash and a contingent value right that entitles the holder thereof to receive up to $0.13 per share that may become payable after 18 months, in each case, without interest and less any applicable withholding taxes (the "Merger Consideration"). Pursuant to a Notice of Conversion dated December 14, 2018, immediately prior to the effective time of the Merger, the Reporting Persons converted their Convertible Senior Subordinated Loan Notes (the "Notes") and Series A Convertible Preferred Stock ("Series A Preferred") into Series B Convertible Preferred ("Series B Preferred") and, immediately thereafter, converted the Series B Preferred into shares of Common Stock. Represents shares of Common Stock disposed of in the Merger for the Merger Consideration. Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration. Each Note was convertible at any time at the option of the holder into Series B Preferred, which Series B Preferred was then convertible into Common Stock at any time at the option of the holder. The maturity date for the Notes was September 30, 2023. Each share of Series A Preferred was convertible into such number of shares of Series B Preferred as was 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 was convertible into such number of shares of Common Stock as was 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. The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. Represents the outstanding principal amount of the Notes converted plus PIK interest. Includes dividends required to be paid in kind as additional shares. Represents underlying shares of Common Stock. PALM MANAGEMENT (US) LLC, /s/ Joshua Horowitz, Managing Director 2019-01-14 PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary 2019-01-14 PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua Horowitz, Director 2019-01-14 PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director 2019-01-14 PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director 2019-01-14 /s/ Bradley C. Palmer 2019-01-14 /s/ Bradley M. Tirpak 2019-01-14 /s/ Joshua S. Horowitz 2019-01-14