0001062993-20-004905.txt : 20201013 0001062993-20-004905.hdr.sgml : 20201013 20201013154601 ACCESSION NUMBER: 0001062993-20-004905 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20201013 DATE AS OF CHANGE: 20201013 GROUP MEMBERS: JOHN H. LEWIS GROUP MEMBERS: OSMIUM CAPITAL II, LP GROUP MEMBERS: OSMIUM CAPITAL, LP GROUP MEMBERS: OSMIUM SPARTAN, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Diversicare Healthcare Services, Inc. CENTRAL INDEX KEY: 0000919956 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621559667 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43225 FILM NUMBER: 201236194 BUSINESS ADDRESS: STREET 1: 1621 GALLERIA BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6157717575 MAIL ADDRESS: STREET 1: 1621 GALLERIA BLVD. CITY: BRENTWOOD STATE: TN ZIP: 37027 FORMER COMPANY: FORMER CONFORMED NAME: ADVOCAT INC DATE OF NAME CHANGE: 19940309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Osmium Partners, LLC CENTRAL INDEX KEY: 0001316729 IRS NUMBER: 550793716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 BUSINESS PHONE: (415) 785-4044 MAIL ADDRESS: STREET 1: 300 DRAKES LANDING ROAD STREET 2: SUITE 172 CITY: GREENBRAE STATE: CA ZIP: 94904 SC 13G 1 formsc13g.htm FORM SC 13G Osmium Partners, LLC: Form SC 13G - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Diversicare Healthcare Services, Inc.

(Name of Issuer)

Common Stock, par value $0.10

(Title of Class of Securities)

255104101

(CUSIP Number)

October 6, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*

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 the disclosures provided in a prior cover page.

The information required in 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).


 

 

 

CUSIP No. 255104101

 

 

1.

 

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

John H. Lewis

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

 

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

 

5.

 

Sole Voting Power

0

 

6.

 

Shared Voting Power

626,274

 

7.

 

Sole Dispositive Power

0

 

8.

 

Shared Dispositive Power

626,274

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

626,274

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

 

Percent of Class Represented by Amount in Row (9)

9.2%

12.

 

Type of Reporting Person (See Instructions)

IN
                   


 

 

 

CUSIP No. 255104101

 

 

1.

 

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Osmium Partners, LLC

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

 

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

 

5.

 

Sole Voting Power

0

 

6.

 

Shared Voting Power

626,274

 

7.

 

Sole Dispositive Power

0

 

8.

 

Shared Dispositive Power

626,274

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

626,274

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

 

Percent of Class Represented by Amount in Row (9)

9.2%

12.

 

Type of Reporting Person (See Instructions)

IA, OO
                   


 

 

 

CUSIP No. 255104101

 

 

1.

 

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Osmium Capital, LP

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

 

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

 

5.

 

Sole Voting Power

0

 

6.

 

Shared Voting Power

327,192

 

7.

 

Sole Dispositive Power

0

 

8.

 

Shared Dispositive Power

327,192

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

327,192

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

 

Percent of Class Represented by Amount in Row (9)

4.8%

12.

 

Type of Reporting Person (See Instructions)

PN
                   


 

 

 

CUSIP No. 255104101

 

 

1.

 

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Osmium Capital II, LP

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

 

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

 

5.

 

Sole Voting Power

0

 

6.

 

Shared Voting Power

140,090

 

7.

 

Sole Dispositive Power

0

 

8.

 

Shared Dispositive Power

140,090

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

140,090

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

 

Percent of Class Represented by Amount in Row (9)

2.0%

12.

 

Type of Reporting Person (See Instructions)

PN
                   


 

 

 

CUSIP No. 255104101

 

 

1.

 

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Osmium Spartan, LP

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

 

3.

 

SEC Use Only

 

4.

 

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

owned by

Each

Reporting

Person

With:

 

5.

 

Sole Voting Power

0

 

6.

 

Shared Voting Power

158,992

 

7.

 

Sole Dispositive Power

0

 

8.

 

Shared Dispositive Power

158,992

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

158,992

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

☐

11.

 

Percent of Class Represented by Amount in Row (9)

2.3%

12.

 

Type of Reporting Person (See Instructions)

PN
                   

Item 1.

(a)

The name of the issuer is Diversicare Healthcare Services, Inc. (the "Issuer").

(b)

The principal executive offices of the Issuer are located at 1621 Galleria Boulevard, Brentwood, TN 37027-2926.

Item 2.

(a)

This statement (this "Statement") is being filed by John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company ("Osmium Partners"), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (the "Fund") and Osmium Capital II, LP, a Delaware limited partnership ("Fund II") and Osmium Spartan, LP, a Delaware limited partnership ("Fund III") (all of the foregoing, collectively, the "Filers"). The Fund, Fund II and Fund III are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. Mr. Lewis and Osmium Partners may be deemed to share with the Fund, Fund II and Fund III (and not with any third party) voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Filer.

(b)

The Principal Business Office of the Filers is 300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904.

(c)

For citizenship information see Item 4 of the cover sheet of each Filer.

(d)

This Statement relates to the Common Stock of the Issuer.

(e)

The CUSIP Number of the Common Stock of the Issuer is 255104101.

Item 3.

Not applicable.

Item 4.

Ownership.

See Items 5-9 and 11 on the cover page for each Filer, and Item 2. The percentage ownership of each Filer is based on 6,842,738 Shares of Common Stock of the Issuer. 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 13, 2020

 

 

 

  

John H. Lewis

  

Osmium Partners, LLC

  

Osmium Capital, LP

  

Osmium Capital II, LP

  

Osmium Spartan, LP

  

 

 

  

By:

 

/s/ John H. Lewis

  

John H. Lewis, for himself and as

  

Managing Member of Osmium

  

Partners, LLC, for itself and as

  

General Partner of Osmium

  

Capital, LP, Osmium Capital II,

  

LP and Osmium Spartan, LP

  

EXHIBIT INDEX

Exhibit 1 Joint Filing Agreement (Filed herewith)

EX-1 2 exhibit1.htm EXHIBIT 1 Osmium Partners, LLC: Exhibit 1 - Filed by newsfilecorp.com

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to Common Stock of the Leaf Group Ltd., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

Dated: October 13, 2020

 

 

 

 
 

John H. Lewis
 

Osmium Partners, LLC
 

Osmium Capital, LP
 

Osmium Capital II, LP
 

Osmium Spartan, LP
 

 

 
 

By:

 

/s/ John H. Lewis
 

John H. Lewis, for himself and as

Managing Member of Osmium Partners,

LLC, for itself and as General Partner of

Osmium Capital, LP, Osmium Capital II, LP and Osmium Spartan, LP