Graymark Healthcare, Inc.
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(Name of Issuer)
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Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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389465105
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(CUSIP Number)
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P. Mark Moore
101 N. Robinson, Suite 800
Oklahoma City, OK 73102
(405) 605-1235
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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May 4, 2011
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(Date of Event which Requires Filing of this Statement)
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CUSIP NO: 389465105
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13D
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1.
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NAMES OF REPORTING PERSONS
P. Mark Moore
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER 3,333,350
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8.
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SHARED VOTING POWER -0-
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9.
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SOLE DISPOSITIVE POWER 3,333,350
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10.
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SHARED DISPOSITIVE POWER -0-
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,333,350
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.77%
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14.
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TYPE OF REPORTING PERSON IN
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1.
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NAMES OF REPORTING PERSONS
Black Oak II, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 26-1699176
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3.
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SEC USE ONLY
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|||
4.
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SOURCE OF FUNDS WC
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION SOUTH DAKOTA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER 2,323,017
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||
8.
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SHARED VOTING POWER -0-
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|||
9.
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SOLE DISPOSITIVE POWER 2,323,017
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|||
10.
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SHARED DISPOSITIVE POWER -0-
|
|||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,323,017
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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|||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.81%
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|||
14.
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TYPE OF REPORTING PERSON OO
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1.
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NAMES OF REPORTING PERSONS
Black Oak Capital, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 46-0443852
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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|||
3.
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SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS AF
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
|
|||
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION SOUTH DAKOTA
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
|
SOLE VOTING POWER 2,323,017
|
||
8.
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SHARED VOTING POWER -0-
|
|||
9.
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SOLE DISPOSITIVE POWER 2,323,017
|
|||
10.
|
SHARED DISPOSITIVE POWER -0-
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,323,017
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.81%
|
|||
14.
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TYPE OF REPORTING PERSON OO
|
1.
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NAMES OF REPORTING PERSONS
Black Oak Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 26-1697262
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|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS AF
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION SOUTH DAKOTA
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER 2,323,017
|
||
8.
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SHARED VOTING POWER -0-
|
|||
9.
|
SOLE DISPOSITIVE POWER 2,323,017
|
|||
10.
|
SHARED DISPOSITIVE POWER -0-
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,323,017
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.81%
|
|||
14.
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TYPE OF REPORTING PERSON OO
|
1.
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NAMES OF REPORTING PERSONS
Irrevocable Trust of Lynn D. Moore dated March 18, 1997
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 43-6739010
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS AF
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION SOUTH DAKOTA
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER 2,323,017
|
||
8.
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SHARED VOTING POWER -0-
|
|||
9.
|
SOLE DISPOSITIVE POWER 2,323,017
|
|||
10.
|
SHARED DISPOSITIVE POWER -0-
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,323,017
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.81%
|
|||
14.
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TYPE OF REPORTING PERSON OO
|
1.
|
NAMES OF REPORTING PERSONS
Black Oak Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY): 46-0443849
|
|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS AF
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION SOUTH DAKOTA
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
|
SOLE VOTING POWER 2,323,017
|
||
8.
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SHARED VOTING POWER -0-
|
|||
9.
|
SOLE DISPOSITIVE POWER 2,323,017
|
|||
10.
|
SHARED DISPOSITIVE POWER -0-
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,323,017
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.81%
|
|||
14.
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TYPE OF REPORTING PERSON OO
|
1.
|
NAMES OF REPORTING PERSONS
David Story
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|||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
|||
3.
|
SEC USE ONLY
|
|||
4.
|
SOURCE OF FUNDS WC;PF
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) [ ]
|
|||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATIONUNITED STATES OF AMERICA
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7.
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SOLE VOTING POWER 9,000
|
||
8.
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SHARED VOTING POWER 2,323,017
|
|||
9.
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SOLE DISPOSITIVE POWER 9,000
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|||
10.
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SHARED DISPOSITIVE POWER 2,323,017
|
|||
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,332,017
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.83%
|
|||
14.
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TYPE OF REPORTING PERSON IN
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background – P. Mark Moore.
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(a)
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Name: P. Mark Moore
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(b)
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Principal business address: 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
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(c)
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Occupation: Manager, director and officer of various private entities engaged in the ownership, management, and operation of various businesses, including Black Oak Partners, LLC, the address of which is 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
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(d)
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Criminal Convictions: N/A
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(e)
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Civil Proceedings: N/A
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(f)
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Citizenship: United States of America
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Item 2.
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Identity and Background – David Story.
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(a)
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Name: David Story
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(b)
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Principal business address: 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
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(c)
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Occupation: Manager of Black Oak Partners, LLC, the address of which is 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
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(d)
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Criminal Convictions: N/A
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(e)
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Civil Proceedings: N/A
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(f)
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Citizenship: United States of America
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Item 2.
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Identity and Background – Black Oak II, LLC; Black Oak Capital, LLC; Black Oak Partners, LLC; Black Oak Holdings, LLC; Irrevocable Trust of Lynn D. Moore.
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(a)-(c)
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Each of Black Oak II, LLC, Black Oak Capital, LLC, Black Oak Partners, LLC, and Black Oak Holdings, LLC is a limited liability company organized under the laws of the state of South Dakota. The Irrevocable Trust of Lynn D. Moore was established under the laws of the state of South Dakota pursuant to an Indenture of Trust dated March 18, 1997. The principal business of these entities is to engage in the ownership, management, and operation of various businesses. The principal business address of each such entity is 101 N. Robinson, Suite 800, Oklahoma City, OK 73102.
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(d)
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No reporting person has, during the last five years, been convicted in a criminal proceeding.
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(e)
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No reporting person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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(a)
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P. Mark Moore is the beneficial owner of 3,333,350 shares of Common Stock, which represents approximately 9.77% of the outstanding Common Stock. Each of Black Oak II, LLC, Black Oak Capital, LLC, Black Oak Holdings, LLC, Black Oak Partners, LLC and the R.W.M. Dynasty Trust I is a beneficial owner of 2,323,017 shares of Common Stock, which represents approximately 6.81% of the outstanding Common Stock. David Story is the beneficial owner of 2332,017 shares of Common Stock, which represents approximately 6.83% of the outstanding Common Stock.
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(b)
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P. Mark Moore possesses sole power to vote or direct the vote and sole power to dispose or direct the disposition of 3,333,350 shares of Common Stock, as described herein. Each of Black Oak II, LLC, Black Oak Capital, LLC, Black Oak Holdings, LLC, Black Oak Partners, LLC and the R.W.M. Dynasty Trust I possess sole power to vote or direct the vote and sole power to dispose or direct the disposition of 2,323,017 shares of Common Stock. David Story possesses sole power to vote or direct the vote and sole power to dispose or direct the disposition of 9,000 shares of common stock and shared power to vote or direct the vote and shared power to dispose or direct the disposition of 2,323,017 shares of Common Stock.
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(c)
|
See Item 3.
|
(d)
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Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock, as described in Item 3.
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(e)
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N/A
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Item 6.
|
Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Materials to be Filed as Exhibits.
|
May 11, 2011
|
/s/ P. Mark Moore
|
|
P. Mark Moore
|
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BLACK OAK II, LLC, a South Dakota limited liability company
|
||
By:
|
Black Oak Partners, LLC, its manager
|
|
By:
|
/s/ P. Mark Moore
|
|
P. Mark Moore, Manager
|
||
BLACK OAK CAPITAL, LLC, a South Dakota limited liability company
|
||
By:
|
Black Oak Partners, LLC, its manager
|
|
By:
|
/s/ P. Mark Moore
|
|
P. Mark Moore, Manager
|
||
BLACK OAK HOLDINGS, LLC, a South Dakota limited liability company
|
||
By:
|
/s/ P. Mark Moore
|
|
P. Mark Moore, Manager
|
||
BLACK OAK PARTNERS, LLC, a South Dakota limited liability company
|
||
By:
|
/s/ P. Mark Moore
|
|
P. Mark Moore, Manager
|
||
IRREVOCABLE TRUST OF LYNN D. MOORE DATED MARCH 18, 1997
|
||
/s/ P. Mark Moore
|
||
By:
|
P. Mark Moore, Trustee
|
|
/s/ David Story
|
||
David Story
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May 11, 2011
|
/s/ P. Mark Moore
|
|
P. Mark Moore
|
||
/s/ David Story
|
||
David Story
|
||
BLACK OAK II, LLC, a South Dakota limited liability company
|
||
By:
|
Black Oak Partners, LLC, its manager
|
|
By:
|
/s/ P. Mark Moore
|
|
P. Mark Moore, Manager
|
||
BLACK OAK CAPITAL, LLC, a South Dakota limited liability company
|
||
By:
|
Black Oak Partners, LLC, its manager
|
|
By:
|
/s/ P. Mark Moore
|
|
P. Mark Moore, Manager
|
||
BLACK OAK HOLDINGS, LLC, a South Dakota limited liability company
|
||
By:
|
/s/ P. Mark Moore
|
|
P. Mark Moore, Manager
|
||
BLACK OAK PARTNERS, LLC, a South Dakota limited liability company
|
||
By:
|
/s/ P. Mark Moore
|
|
P. Mark Moore, Manager
|
||
IRREVOCABLE TRUST OF LYNN D. MOORE DATED MARCH 18, 1997
|
||
/s/ P. Mark Moore
|
||
By:
|
P. Mark Moore, Trustee
|
|