SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4) *

Birner Dental Management Services, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

091283200

(CUSIP Number)

MARK A. BIRNER, DDS

2325 E. 7^th Avenue Parkway

Denver, Colorado 80206

(303) 929-4027

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 11, 2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.   See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

*  The remainder of this cover page is 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 disclosures provided in a prior cover page.

The information required on 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).

1	NAME OF REPORTING PERSON
	MARK A. BIRNER, DDS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			388,9561
		8	SHARED VOTING POWER
			579,023
		9	SOLE DISPOSITIVE POWER
			388,9561
		10	SHARED DISPOSITIVE POWER
			579,023
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	579,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.1%
14	TYPE OF REPORTING PERSON
	IN

¹ Mr. Birner personally owns 388,956 shares of which he has sole voting power, except that such shares are subject to a voting agreement with respect to a potential merger or acquisition of Birner Dental Management Services, Inc.  Such shares are also subject to restrictions on transfer.  See Item #6 of this Schedule 13D for further information.

2

1	NAME OF REPORTING PERSON
	LEE SCHLESSMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			104,0261
		8	SHARED VOTING POWER
			474,997
		9	SOLE DISPOSITIVE POWER
			104,0261
		10	SHARED DISPOSITIVE POWER
			474,997
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	579,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.1%
14	TYPE OF REPORTING PERSON
	IN

¹ Mr. Schlessman owns 104,026 shares of which he has sole voting power, except that such shares are subject to a voting agreement with respect to a potential merger or acquisition of Birner Dental Management Services, Inc.  Such shares are also subject to restrictions on transfer.  See Item #6 of this Schedule 13D for further information.

3

1	NAME OF REPORTING PERSON
	ELIZABETH GENTY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			86,0411
		8	SHARED VOTING POWER
			492,982
		9	SOLE DISPOSITIVE POWER
			86,0411
		10	SHARED DISPOSITIVE POWER
			492,982
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	579,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.1%
14	TYPE OF REPORTING PERSON
	IN

¹ Ms. Genty owns 86,041 shares of which she has sole voting power, except that such shares are subject to a voting agreement with respect to a potential merger or acquisition of Birner Dental Management Services, Inc.  Such shares are also subject to restrictions on transfer.  See Item #6 of this Schedule 13D for further information.

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This Amendment No. 4 amends the Schedule 13D dated May 18, 2016 (as amended, the "Schedule 13D") of Mark A. Birner, DDS, an individual ("Dr. Birner"), Lee Schlessman, an individual ("Mr. Schlessman") and Elizabeth Genty ("Ms. Genty"), each a "Reporting Person" and collectively the "Reporting Persons" in respect of shares of common stock, no par value per share (the "Common Stock"), of Birner Dental Management Services, Inc. (the "Company") as follows (unless otherwise indicated, all capitalized terms used but not defined herein have the meaning ascribed to such terms in the Schedule 13D):

Item 1. Security and Issuer.

No modification to this Item.

 The class of equity securities to which this Schedule 13D relates is the common stock, no par value per share (the "Shares"), of Birner Dental Management Services, Inc. (the "Company").  The address of the principal executive offices of the Company is 1777 South Harrison Street, Suite 1400, Denver, Colorado 80210.

Item 2. Identity and Background.

No modification to this Item.

This Schedule 13D is being filed jointly by Mark A. Birner, DDS, an individual ("Dr. Birner"), Lee Schlessman, an individual ("Mr. Schlessman") and Elizabeth Genty ("Ms. Genty"), each a "Reporting Person" and collectively the "Reporting Persons". The Reporting Persons are making a single joint filing pursuant to Rule 13d-1(k)(1). Set forth below is information with respect to each Reporting Person.

The Reporting Person have entered into a Joint Filing Agreement dated May 11, 2016 that is more specifically described in Item 6 of this Schedule 13D appearing below (the "Joint Filing Agreement"). As a result, the Reporting Persons may be deemed to form a "group" for purposes of Section 13(d) of the Act and the rules thereunder (the "Group"). Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Dr. Birner's principal business address is 2325 E. 7th Avenue Parkway, Denver, Colorado 80206.  Dr. Birner is a principal of Birner Dental Strategies.

Mr. Schlessman's principal business address is 1555 Blake Street, Suite 400, Denver, Colorado 80202.  Mr. Schlessman is retired.

Ms. Genty's principal address is P.O. Box 9061, Pueblo, Colorado 81008.  Ms. Genty is self-employed.

 No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons has, during the last five years, been a 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.

Each of the Reporting Persons is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

No modification to this Item.

Dr. Birner purchased 388,956 shares of the Company's common stock for approximately $16,000, purchased with his personal funds over ten years ago.

Mr. Schlessman purchased 104,026 shares of the Company's common stock for approximately $472,288, purchased with his personal funds over ten years ago.

Ms. Genty acquired 86,041 shares of the Company's common stock pursuant to a court decree several years ago.

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Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated to read as follows:

Item 5 and 6 is hereby incorporated by reference into this Item 4.

All of the Shares were originally acquired by the Reporting Persons for investment purposes. The Reporting Persons are filing this Schedule 13D with the Securities and Exchange Commission.

Voting Agreement.  As noted in Item 6, on August 11, 2016, the Reporting Persons entered into a Voting Agreement with Blackford Dental Management Holdings, LLC, ("Blackford") in connection with a potential merger or other acquisition transaction between Blackford and the Company (a "Transaction").  Under the voting agreement, the Reporting Persons have agreed to vote in favor of such a Transaction pursuant to the terms and conditions of the Voting Agreement.  In addition, the Reporting Persons have agreed to restrictions on the transfer of their shares of Common Stock of the Company during the term of the Voting Agreement.  Consummation of a Transaction (i) would likely entail a change of control of the Company's Board of Directors, its management team and corporate structure; (ii) may change the Company's charter and/or bylaws; and (iii) may affect the listing of the Company's Common Stock on the OTCQX.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

Mark A. Birner is the beneficial owner of 388,956 shares of Common Stock (which are referred to herein as the "Reported Shares"), representing approximately 20.9% of the shares of Common Stock outstanding, based on 1,860,261 shares of Common Stock outstanding as of August 3, 2016, as reported in the Company's Report on Form 10-Q for the quarter ended June 30, 2016. He may be deemed to have shared beneficial ownership of an additional 190,067 shares held of record by Mr. Schlessman and Ms. Genty, or 10.2% of the Common Stock outstanding. He disclaims beneficial ownership of those shares.

Lee Schlessman is the beneficial owner of 104,026 shares of Common Stock through two trusts of which he is a trustee and direct beneficiary or indirect beneficiary (which are referred to herein as the "Reported Shares"), representing approximately 5.6% of the shares of Common Stock outstanding, based on 1,860,261 shares of Common Stock outstanding as of August 3, 2016, as reported in the Company's Report on Form 10-Q for the quarter ended June 30, 2016. He may be deemed to have shared beneficial ownership of an additional 474,997 shares held of record by Dr. Birner and Ms. Genty, or an additional 25.5% of the Common Stock outstanding. He disclaims beneficial ownership of those shares.

Elizabeth Genty is the sole beneficial owner of 86,041 shares of Common Stock (which are referred to herein as the "Reported Shares"), representing approximately 4.6% of the shares of Common Stock outstanding, based on 1,860,261 shares of Common Stock outstanding as of August 3, 2016, as reported in the Company's Report on Form 10-Q for the quarter ended June 30, 2016. She may be deemed to have shared beneficial ownership of an additional 492,982 shares held of record by Mr. Schlessman and Dr. Birner, or an additional 26.5% of the Common Stock outstanding. She disclaims beneficial ownership of those shares.

The Reporting Persons collectively may be deemed to beneficially own an aggregate of 579,023 shares of Common Stock (which are referred to herein as the "Reported Shares"), constituting approximately 31.1 % of the shares of Common Stock outstanding, based on 1,860,261 shares of Common Stock outstanding as of August 24, 2016, as reported in the Company's Report on Form 10-Q for the quarter ended June 30, 2016.

Except as otherwise disclosed in this Schedule 13D, none of the Reporting Persons has engaged in any transaction in shares of Common Stock during the past sixty days.

None of the Reporting Persons has knowledge of any person who has the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of the Reported Stock.

All of the shares of Common Stock reported herein were acquired for investment purposes, and were originally acquired without the purpose or effect of changing or influencing control of the Company.  The Reporting Persons review on a continuing basis their holdings in the Company's Common Stock.

The Reporting Persons reserve the right from time to time to formulate plans and proposals regarding the Company or any of its securities, and to carry out any of the actions or transactions in connection therewith. The Reporting Persons may in the future acquire additional Common Stock or other securities of the Company in the open market, in privately negotiated purchases or otherwise and may also, depending on the current circumstances, dispose of all or a portion of the Common Stock beneficially owned by them in one or more transactions.

Subject to the Voting Agreement, the Reporting Persons, individually or acting together, may in the future exercise any and all of rights they may have as shareholders of the Company in a manner consistent with their equity interests in the Company. Depending on various factors including, without limitation, the Company's financial position, results of operations and cash flows, Common Stock prices, conditions in the securities markets, whether any offer has been made by a third party to acquire the Company or the outstanding shares of Common Stock, the terms and conditions of any offer that is made by a third party to acquire the Company or the outstanding shares of Common Stock, general economic and industry conditions and any other factors identified and deemed pertinent by the Reporting Persons, the Reporting Persons, individually or acting together, in the future take such actions with respect to the Company and the shares of Common Stock they or any of them hold as any or all of them deems appropriate, including, without limitation, one or more of the following: (i) engaging in, and continuing to engage in, communications and discussions with, and making recommendations, suggestions and proposals to, management of the Company and one or more members of the Board, shareholders of the Company and other interested parties, including potential acquirers of the Company, including seeking to change control and management of the Company, in each case, directly or through representatives, whether by press release, letter or other oral, written or electronic communication, in person or otherwise, regarding (1) the value of the Company's securities and ways to increase shareholder value for the shareholders of the Company, (2) the Company's business, management, operational performance, operations, assets, indebtedness and other liabilities (including the terms thereof and the security therefor, if any), cash flows, capitalization, executive compensation, change-in-control agreements, other corporate governance provisions and practices of the Company and its management that are to the detriment of shareholders of the Company who are not insiders of the Company, financial condition, results of operations, financial performance, ownership structure, corporate governance, Board structure and composition, strategy and future plans and suggestions for changes and improvements thereto, (3) liquidation of the Company's assets or one or more properties included in those assets with a distribution of the proceeds of the sale of those assets to the Company's shareholders and (4) such other matters as any or all of the Reporting Persons may determine; (ii) purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to shares of Common Stock; (iii) soliciting proxies from shareholders of the Company for voting at meetings of the shareholders of the Company as the Reporting Persons or a Reporting Person may deem appropriate on other items of business to come before the shareholders of the Company at a meeting of the shareholders; (iv) discussing with one or more interested persons the possibility of making an offer to acquire the Company in an extraordinary transaction, including by means of a merger, and the terms of any offer that might be made; (v) seeking to obtain from one or more interested person an offer or offers to acquire the Company in an extraordinary transaction, including by means of a merger; (vi) seeking to effect or cause to occur or to have the Company engage in or cause to occur with respect to the Company one or more of the actions, events and occurrences set forth in paragraphs (a) through (j) of Item 4 of this 13D.

As reported in previous filings in this Schedule 13D, the Reporting Persons have sent various letters to the Company's Board of Directors, which are attached hereto as Exhibit 4 and incorporated herein by reference.

Joint Filing Agreement.

The Reporting Persons have entered into a joint filing agreement dated May 11, 2016, with respect to the filing of this Schedule 13D with the Securities and Exchange Commission, which is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On May 11, 2016, the Reporting Persons entered into the Joint Filing Agreement which governs, among other matters, the joint filing of Schedule 13D for such parties in connection with seeking the solicitation of proxies from shareholders of the Company and the coordination and oversight of communications by one or more of the Reporting Persons with the Company and other persons relating to that goal. A copy of the Joint Filing Agreement is furnished herewith as Exhibit 99.1 and incorporated by reference in this Item 6.

Item 6 is hereby amended by adding the following to the end of the Item:

On August 11, 2016, each of the Reporting Persons entered into a Voting Agreement ("Voting Agreement") with Blackford Dental Management Holdings, LLC, a Delaware limited liability company ("Blackford"), substantially in the form attached hereto as Exhibit 3 in respect of their shares of Commons Stock of the Company reported in this Schedule 13D. The following description of the Voting Agreement is qualified in its entirety to a copy of which is attached as Exhibit 3 to this Schedule 13D.

The Voting Agreement provides that Blackford has expressed an interest in acquiring the Company through a merger or other transaction with a per share price of between $23.00 and $25.30 (a "Transaction") and each of the Reporting Persons agreed as follows:

1. At any meeting of the stockholders of the Company called for approval of a proposed Transaction, (i) each of the Reporting Persons will vote all of his or her shares of Company Common Stock in favor of the proposed Transaction; (ii) each Reporting Person will vote all of his or her shares of Company Common Stock against approval of any proposal made in opposition to, or in competition with, consummation of a transaction with any third party, as long as such proposal is at a per share price lower or equal to the per share price than the then existing per share price agreed by Blackford as part of the Transaction; and (iii) each Reporting Person will vote all of his or her shares of Company Common Stock against (a) any merger, consolidation, business combination, sale of assets, or reorganization of the Company, or (b) any other action, any of which is intended, or could reasonably be expected to, impede, interfere with, discourage or adversely affect the Transaction as long as such proposal is at a per share price lower or equal to the per share price agreed by Blackford as part of the Transaction.  Further, in no event will any of the Reporting Persons be required to take any of the foregoing actions in the event that at any time during pendency of a Transaction, there shall be an alternative proposal to the Transaction that is a per share price of at least greater than the then existing per share price in the Transaction unless such third-party offer is matched in all substantive respects by Blackford within five business days after such Reporting Person provides notice of such offer to Blackford.

2. Each of the Reporting Persons agrees not to directly or indirectly sell, transfer, assign, pledge or otherwise dispose of any of their shares of Common Stock in the Company, or enter into any other voting arrangements with respect to such shares.

Each Reporting Person represented and warranted in the Voting Agreement that each had the necessary power and authority to execute and deliver the Voting Agreement and perform such obligations thereunder.

The Voting Agreement will terminate upon the later of (a) the consummation of the Transaction, (b) August 11, 2017, or (c) upon written notification by Blackford to such Reporting Person that Blackford has decided not to pursue further the Transaction.

Item 7. Material to be Filed as Exhibits.

1.Joint Filing Agreement incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to the Schedule 13D as filed with the Securities and Exchange Commission on Schedule 13D/A filed on June 3, 2016.

2.Power of Attorney incorporated herein by reference to Amendment No. 1 to the Schedule 13D as filed with the Securities and Exchange Commission on Schedule 13D/A filed on June 3, 2016.

3.Voting Agreement dated August 11, 2016.

4.Letters to the Board of Directors of the Company

SIGNATURES

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

Dated:   August 26, 2016

/s/ Mark A. Birner

Mark A. Birner, DDS

*                             

Lee Schlessman

*                            

Elizabeth Genty

/s/ Mark A. Birner

*Mark A. Birner, DDS as Attorney in-Fact

EX-99.3

Exhibit 3 – Voting Agreement

VOTING AGREEMENT

This VOTING AGREEMENT (this "Agreement"), dated as of August 11, 2016, is by and among Blackford Dental Management Holdings, LLC, a Delaware limited liability company (and together with its affiliates, "Blackford") and the persons  executing this agreement at "Stockholders" on the signature page hereto (each, a "Stockholder" and collectively, the "Stockholders").

WHEREAS, Blackford has expressed an interest in acquiring Birner Dental Management Services, Inc., a Colorado corporation (the "Company") through a merger or other transaction with a per share price of between $23 and $25.30 (the "Transaction");

WHEREAS, as of the date hereof, each Stockholder beneficially owns the number of Common Shares of the Company set forth opposite the name of such Stockholder on Schedule A hereto (together with any Common Shares and any other voting securities of the Company that such Stockholders acquire beneficial ownership of after the date hereof, the "Owned Shares");

WHEREAS, as an inducement to entering into discussions with the Company regarding a Transaction, the Stockholders agree to enter into this Agreement; and

WHEREAS, the Stockholders and Blackford desire to set forth their agreement with respect to the voting of the Owned Shares upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the parties agree as follows:

1.            Voting; Etc.

(a)      Agreement to Vote.  Each Stockholder hereby agrees that, from and after the date hereof and until this Agreement shall have been terminated in accordance with Section 6:

(i)    At any meeting of the stockholders of the Company called for purposes that include approval of the Transaction, however called, or at any adjournment or postponement thereof, or in connection with any written consent of the stockholders of the Company or in any other circumstances in which the Stockholders are entitled to vote, consent or give any other approval with respect to the Transaction, each Stockholder, as applicable, shall (x) appear at such meeting or otherwise cause its Owned Shares to be counted as present thereat for purposes of calculating a quorum, and respond to each request by the Company for written consent, if any, (y) vote or cause to be voted (including by written consent, if applicable) the number of Owned Shares, to the extent such Owned Shares are entitled to be voted (A) in favor of the Transaction and the approval of the terms thereof and each of the other actions contemplated by the Transaction and this Agreement and (B) in favor of the approval of any other matter that is required by applicable Law or a Governmental Entity to be approved by the stockholders of the Company to consummate the Transaction, (c) shall vote the Owned Shares against approval of any proposal made in opposition to, or in competition with, consummation of the Transaction  with any third party, as long as such proposal, whether to acquire the Company through any type of transaction, including any merger, consolidation, business combination, sale of assets, or reorganization of the Company, is at a per share price lower or equal to the per share price than the then existing per share price agreed by Blackford as part of the Transaction and (d) subject to the conditions set forth in (c) immediately above, shall vote the Owned Shares against (i) any merger, consolidation, business combination, sale of assets, or reorganization of the Company, or (ii) any other action, any of which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the Transaction. Notwithstanding anything in this Agreement to the contrary, in no event shall any Stockholder be required to take any of the actions set forth in this Paragraph 1(a)(i) in the event that at any time during pendency of the Transaction there shall be an alternative proposal to the Transaction (including any merger, consolidation, business combination, sale of assets, a reorganization of the Company as well as any reorganization, recapitalization, dissolution, liquidation or winding up of the Company or any sale, lease, or transfer of any significant part of the assets of the Company) that is a per share price of at least greater than the then existing per share price in the Transaction unless such third-party offer is matched in all substantive respects by Blackford within five business days after Stockholder provides notice of such offer to Blackford.

(b)   Transfer Restrictions.  Each Stockholder agrees not to directly or indirectly (i) sell, transfer, grant, pledge, encumber, assign or otherwise dispose of or hypothecate (including by gift or by contribution or distribution to any trust or similar instrument (collectively, "Transfer")), or enter into any contract, option or other arrangement or understanding (including any profit sharing arrangement) with respect to the Transfer of, any of the Owned Shares other than pursuant to the terms hereof, (ii) enter into any voting arrangement or understanding with respect to the Owned Shares (other than this Agreement), whether by proxy, voting agreement or otherwise, or (iii) take any action that could make any of its representations or warranties contained herein untrue or incorrect in any material respect or would have the effect of preventing or disabling such Stockholder from performing any of its obligations hereunder. Any action attempted to be taken in violation of the preceding sentence will be null and void.  For the avoidance of doubt, (i) nothing herein shall be construed to prohibit the exercise by Stockholder of any options to acquire any Common Shares and (ii) any shares of Common Shares obtained by the Stockholder upon such exercise shall be included in the Owned Shares.

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(c)   Recommendation Change.  Each Stockholder acknowledges and agrees that, except as set forth above, during the term of this Agreement, the obligations of each Stockholder specified in this Section 1 shall not be effected by any withdrawal, qualification or modification of the recommendation by the Company or its board of directors relating to the Transaction.

2.           Representations and Warranties of the Stockholder.  Each Stockholder hereby represents and warrants to Blackford as of the date hereof as to itself as follows:

(a)   Authorization; Validity of Agreement; Necessary Action.  Such Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform such Stockholder's obligations hereunder and to consummate the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by such Stockholder, and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms.

(b)   No Violations; Consents and Approvals.

(i)   Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, any applicable laws, neither the execution, delivery or performance of this Agreement by such Stockholder nor the consummation by such Stockholder of the transactions contemplated hereby nor compliance by such Stockholder with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (A) contravene, conflict with, or result in a violation of, or give any Governmental Entity or other Person the right to exercise any remedy or obtain any relief under, any governmental regulation or any order, injunction, writ or decree to which such Stockholder, or any of such Stockholder's assets, may be subject, or (B) require a consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clause (A), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of such Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Blackford from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect.

(ii)   The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental Entity, except (A) for the pre-merger notification requirements of applicable laws, and (B) where failure to obtain such consent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of such Stockholder from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Blackford from exercising their respective rights under this Agreement or as a stockholder of the Company in any material respect.

(c)   Shares.  The Owned Shares are owned beneficially by such Stockholder (individually or, if applicable, jointly with such Stockholder's spouse).  Except as set forth on Schedule A, such Stockholder does not own, of record or beneficially (individually or, if applicable, jointly with such Stockholder's spouse), any warrants, options or other rights to acquire any other voting securities of the Company.  Such Stockholder (individually or, if applicable, jointly with such Stockholder's spouse) has sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Section 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Owned Shares, as the case may be, and will have sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Sections 1 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, with respect to all of the Owned Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Stockholder (individually or, if applicable, jointly with such Stockholder's spouse) has good and valid title to the Owned Shares and at all times during the term hereof, free and clear of all liens, claims, security interests or other charges or encumbrances.

(d)   No Broker's Fees.  No broker, finder, investment banker or other Person is entitled to any broker's, finder's or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder.

(e)   Reliance.  Such Stockholder acknowledges and agrees that Blackford is entering into discussions with the Company regarding a Transaction in reliance upon such Stockholder's execution and delivery of this Agreement.

3.           Representations and Warranties of Blackford and Merger Sub.  Blackford hereby represents and warrants to each Stockholder as of the date hereof as follows:

(a)   Organization.  Blackford is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b)   Corporate Authorization; Validity of Agreement; Necessary Action.  Blackford has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution, delivery and performance by Blackford of this Agreement and the consummation by them of the transactions contemplated hereby have been duly and validly authorized by all necessary company action and no other company proceedings on the part of Blackford is necessary to authorize the execution and delivery by them of this Agreement and the consummation by them of the transactions contemplated hereby.  This Agreement has been duly and validly executed and delivered by Blackford, and constitutes the legal, valid and binding obligation of Blackford, enforceable against it in accordance with its terms.

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(c)   No Violations; Consents and Approvals.

(i)   Except for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, any applicable laws, neither the execution, delivery or performance of this Agreement by Blackford nor the consummation by them of the transactions contemplated hereby nor compliance by them with any of the provisions hereof will directly or indirectly (with or without notice or lapse of time or both): (i) contravene, conflict with or result in a violation of (A) any provision of the charter, by-laws or other organizational document of Blackford, or (B) any resolution adopted by the board of Blackford; (ii) contravene, conflict with, or result in a violation of, or give any Governmental Entity or other Person the right to exercise any remedy or obtain any relief under, any Governmental Regulation or any order, injunction, writ or decree to which Blackford, or any of the respective assets owned or used by each of them, may be subject, or (iii) require a consent, approval, ratification, permission, order or authorization from any Person; except, in the case of clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not prevent or impair the ability of Blackford from consummating the transactions contemplated hereby in any material respect, or otherwise prevent Blackford from exercising their respective rights under this Agreement in any material respect.

(ii)   The execution and delivery of this Agreement by Blackford does not, and the performance of this Agreement and the consummation of the transactions contemplated hereby will not, require any consent, approval, license, permit, order, declaration or authorization of, or registration or filing with or notification to, any Governmental Entity, except (i) for a pre-merger notification requirements of applicable laws, and (ii) where failure to obtain such consent, approval, license, permit, order, declaration, authorization or registration, or to make such filings or notifications, would not prevent or impair the ability of Blackford from consummating the Transaction.

4.    Further Agreement of the Stockholders.  Each Stockholder hereby authorizes and requests the Company's counsel to notify the Company's transfer agent that there is a stop transfer order with respect to all of the Owned Shares (and that this Agreement places limits on the voting of the Owned Shares).  Each Stockholder agrees with, and covenants to, Blackford that such Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Owned Shares, unless such transfer is made in compliance with this Agreement.  In the event of a stock dividend or distribution, or any change in any of the Owned Shares by reason of any stock dividend or distribution, or any change in any of the Owned Shares by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term "Owned Shares" shall be deemed to refer to and include the Owned Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Owned Shares may be changed or exchanged.

5.    Further Assurances.  From time to time prior to the closing of the Transaction, at any other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further lawful action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, each party hereto shall cooperate with the other parties hereto in preparing and filing any notifications required under any applicable antitrust laws in connection with the transactions contemplated hereby.

6.    Termination.  The obligations of the parties under this Agreement shall terminate upon the later of (a) the consummation of the Transaction, (b) twelve (12) months from the date hereof or (c) upon written notification by Blackford to the Stockholder that it has decided not to pursue further the Transaction.  Nothing in this Section 6 shall relieve any party of liability for failure to perform its covenants under this Agreement.

7.    Costs and Expenses.  All costs and expenses incurred in connection with this Agreement and the consummation of the transactions contemplated hereby shall be paid by the party incurring such expenses.

8.    Amendment and Modification.  This Agreement may be amended, modified and supplemented in any and all respects only by written agreement of the parties hereto.

9.    Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, telecopied (which is confirmed) or sent by an overnight courier service (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as it may specify by like notice):

(i)         if to Blackford, to:

Blackford Dental Management Holdings, LLC

101 North Pointe Boulevard, Suite 202

Lancaster, PA 17601

Attention: Alex Giannini

3

with a copy to:

Benesch, Friedlander, Coplan & Aronoff LLP

200 Public Square, Suite 2300

Cleveland, Ohio 44114

Attention: Robert Marchant

(ii)         if to a Stockholder, to the address(es) set forth on Schedule A hereto.

10.    Interpretation.  When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated.  Whenever the words "include," "includes" or "including" are used in this Agreement they shall be deemed to be followed by the words "without limitation."

11.    Counterparts.  This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

12.    Entire Agreement; No Third Party Beneficiaries.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

13.    Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

14.    Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of Colorado without giving effect to the principles of conflicts of law thereof.

15.    Assignment.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Blackford may assign, in Blackford's sole discretion, any or all of their respective rights, interests and obligations hereunder to any direct or indirect wholly owned subsidiary of Blackford; provided, however, that no such assignment shall relieve Blackford from any of its obligations hereunder. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors, heirs, agents, representatives, trust beneficiaries, attorneys, affiliates and associates and all of their respective predecessors, successors, permitted assigns, heirs, executors and administrators.

16.    Consent to Jurisdiction; Waiver of Jury Trial; Specific Performance.

(a)    In any action or proceeding between any of the parties arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the State Courts of the City and County of Denver or the United States District Court sitting in the State of Colorado, and (b) agrees that all claims in respect of such action or proceeding may be heard and determined exclusively in such courts.

(b)    EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING IN RELATION TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

(c)    The parties acknowledge and agree that Blackford, and the Stockholders would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement could not be adequately compensated in all cases by monetary damages alone.  Accordingly, in addition to any other right or remedy to which Blackford, or the Stockholders may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

IN WITNESS WHEREOF, Blackford and the Stockholders have caused this Agreement to be signed by their respective officers or other authorized person thereunto duly authorized as of the date first written above.

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[EXECUTED IN COUNTERPARTS.]

/s/ Mark A. Birner

Mark A. Birner, DDS

/s/ Lee Schlessman

Lee Schlessman

/s/ Elizabeth Genty

BLACKFORD DENTAL MANAGEMENT HOLDINGS, LLC

By:   /s/ Alex GianniniName: Alex A. Giannini, DDSTitle:  CEO

Schedule A [Schessman]

Number of Owned Shares: 104,026 Common Shares

Description of any warrants, options or other rights to purchase voting securities of the Company:

______________________________________________________________________________

Address(es) for notices and other communications pursuant to Section 9 of the Agreement

5350 S. Roslyn Street

Suite 400

Greenwood Village, CO 80111Attention: Greg FultonTelephone: Facsimile:

with a copy to:________________________________________________________________________________________________Attention:Telephone: Facsimile:

5

Schedule A [Birner]

Number of Owned Shares: 388,956 Common Shares

Description of any warrants, options or other rights to purchase voting securities of the Company:

______________________________________________________________________________

Address(es) for notices and other communications pursuant to Section 9 of the Agreement

2325 E. 7^th Avenue Parkway

Denver, Colorado 80206

Attention:Telephone: 303-929-4027 Facsimile:

with a copy to:________________________________________________________________________________________________Attention:Telephone: Facsimile:

Schedule A [Genty]

Number of Owned Shares: 86,041 Common Shares

Description of any warrants, options or other rights to purchase voting securities of the Company:

______________________________________________________________________________

Address(es) for notices and other communications pursuant to Section 9 of the Agreement

PO Box 9061

Pueblo, Colorado 81008Attention: Greg FultonTelephone: 303-204-0564 Facsimile:

with a copy to:________________________________________________________________________________________________Attention:Telephone: Facsimile:

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EX-99.4

Exhibit 4 – Letters to the Board of Directors of the Company

May 9, 2016

Birner Dental Management Services, Inc.

Board of Directors

1777 South Harrison Street, Suite 1400

Denver, Colorado 80210

Gentlemen:

We the undersigned shareholders of Birner Dental Management Services, Inc. ("BDMS" or the "Company") collectively own 644,626 shares of BDMS' common stock, representing 34.7% of its outstanding shares. We have beneficially owned this substantial stake in the Company for at least 18 years.

Over the last few years, we have seen BDMS' business performance deteriorate precipitously. We are also aware of opportunities to recover the considerable losses from our investment, through for example, a transaction to sell BDMS. We strongly encourage BDMS to consider these opportunities seriously, and demand BDMS take proper steps to assure us it will do so. In the event BDMS fails to take meaningful steps in this regard, we shareholders intend to take more significant steps to preserve our investment.

Business Situation

The business situation is dire. The financial results of the Company have declined as EBITDA has fallen significantly and debt has ballooned. As a result, the Company recently had to terminate cash dividends. The BDMS share price responded accordingly, and has fallen to all-time lows. See the attached table from the Company's recent 10-K. We are aware of the NASDAQ delisting notice issued to BDMS because shareholders' equity was below the minimum for a listing.

The Company's 2015 EBITDA margin was 5.8% versus the DSO industry average of 15%, as the DSO industry continues to thrive.

Board of Directors Response

We shareholders are not only disappointed by these operating results, but also frustrated by how the Board of Directors has failed to respond to the situation.

The Board continues to reward management for poor financial performance. This compensation package represents 23% of BDMS 2015 EBITDA, and was nearly three times the amount of companies of comparable size (in the range of $40 to $100 million in annual revenue). During the period from 2007 through 2015, the Company's annual EBITDA decreased by over 52% yet the salaries to the CEO and CFO increased by over 34%.  In addition, bonuses paid by the Company to executives should be tied to EBITDA and should be consistent with comparable companies. In summary, the Board has paid in the range of three times the comparable compensation average of EBITDA while achieving around one-third of the average EBITDA performance in the industry.

Finally, the Board appears to have largely ignored opportunities to recover the considerable investor losses through a transaction to purchase BDMS. We are aware of at least one serious opportunity in which Blackford Dental Management, LLC approached the Company's Board with a purchase proposal in the per share price range of $20.50-$23.00 with no financing contingencies, subject to a due diligence review.  This represents a 127%-155% premium above the closing price of BDMS shares of $9.04 on April 20, 2016. We understand that BDMS rejected Blackford Dental's proposal in a one-line email response from CEO Fred Birner as "inadequate."

We shareholders find such a credible offer at least worthy of serious consideration, and possibly very attractive. We are dismayed to hear that BDMS dismissed it without engaging in any discussions with Blackford.

Shareholder Response

In light of both the long-term Company performance and recent events, we shareholders demand that BDMS take the following steps:

1) Explain in detail the process for considering the Blackford proposal, including:

•analysis undertaken;

•which outside advisors BDMS retained to consider it;

•the basis for rejecting the proposal; and

•how the Board was involved in the analysis, and the Board vote on the proposal.

2) Implement immediately a formal process for considering strategic alternatives and thereby improving value, including the Blackford offer and any similar offers:

•appoint and charter a Special Committee of the Board, consisting only of independent directors, with shareholder input to its specific members, with complete authority to consider the Blackford offer and any similar offers

•retain independent legal counsel and financial advisors to the Special Committee

•appoint a shareholder representative as an observer to the Special Committee, including authority to attend all committee meetings, obtain all written analysis, without voting privileges.

3) Present to us management's case for BDMS remaining independent. Based on the response to Blackford, it appears that the Board and management think they can deliver financial results that merit a near term price of at least $23.00 per share. We request an analysis that shows the strategic, operational, and financial plans that will deliver these results.

Next Steps

We shareholders urge the Board to take seriously our demands. We request a response to this letter from the Board in one week from the date of this letter. We expect that response to include the requested explanation of the process for considering the Blackford proposal, details on the Special Committee, and a presentation of the case for BDMS' independence.

In the absence of a response from the Board, we shareholders will have no choice but to take appropriate steps preserve our interests.

We look forward to your response.

/s/ Mark A. Birner

Mark A. Birner, DDS

/s/ Lee Schlessman

Lee Schlessman

/s/ Elizabeth Genty

Elizabeth Genty

On May 12, 2016, the persons filing this Schedule 13D received a response to the above letter.

The Reporting Persons sent the below letter to the Company's Board of Directors on May 27, 2016:

May 27, 2016

Birner Dental Management Services, Inc.

Board of Directors

1777 South Harrison Street, Suite 1400

Denver, Colorado 80210

Gentlemen:

We the undersigned shareholders of Birner Dental Management Services, Inc. ("BDMS" or the "Company") provide this follow up on our letter to you of May 9, 2016.

We reiterate that over the last few years, the business performance of BDMS has deteriorated precipitously. The poor results from the first quarter of 2016, announced last week, affirm our view. Earlier, we noted that we are aware of opportunities to recover the considerable losses from our investment, through for example, a transaction to sell BDMS. We are now aware of at least two specific opportunities to consider such a transaction.

Earlier we indicated that the Board appears to have ignored opportunities to recover the considerable investor losses through a transaction to purchase BDMS. We highlighted one serious opportunity in which Blackford Dental Management, LLC approached the BDMS Board with a written purchase proposal. We understand that BDMS summarily rejected Blackford's proposal. We further understand that Blackford has since reconfirmed its interest in writing, proposed an anticipated share price, and set forth other reasonable terms for a transaction.

In addition, we are aware of at least one other recent written proposal from another industry participant that was rejected by BDMS without any substantive discussions. We understand the proposal carried a significant premium to the then-current share price and to its historical EBITDA multiple.

We find these credible offers worthy of at least serious consideration, and possibly very attractive to all of the BDMS shareholders. These offers affirm that despite significant value deterioration and apparent Board indifference to these offers, BDMS would still have substantial value in a transaction.

We revise and update our May 9, 2016 letter, as follows:

1) Identify all inquiries, proposals, or other opportunities BDMS has received from potential acquirers or counterparties, including the party, date of proposal, and financial terms proposed.

2) Explain in detail the process for considering all proposals, including:

· analysis undertaken;

· which outside advisors BDMS retained to consider each proposal;

· the basis for rejecting each proposal; and

· how the Board was involved in the analysis, and the Board vote on each proposal.

3) Implement immediately a formal process for considering strategic alternatives for BDMS and thereby improving value, including the two known written proposals and any similar offers:

· appoint and charter a Special Committee of the Board, consisting only of independent directors, with shareholder input to its specific members, with complete authority to consider the two known offers and any similar offers;

· retain independent legal counsel and financial advisors to the Special Committee; and

· appoint a shareholder representative as an observer to the Special Committee, including authority to attend all committee meetings, obtain all written analysis, without voting privileges.

4) Present to investors management's case for BDMS remaining independent. Based on the response to the two known proposals, it appears that the Board and management think they can deliver financial results that merit a near-term price of at least $23.00 per share. We request an analysis that shows the strategic, operational, and financial plans that will deliver these results.

Next Steps

We urge the Board to take seriously our demands. We request a response to this letter from the Board in one week from the date of this letter. We expect that response to include the requested list of proposals, explanation of the process for considering the proposals, details on the Special Committee, and a presentation of the case for BDMS' independence.

In the absence of a response from the Board, we shareholders will have no choice but to take appropriate steps preserve our interests.

We look forward to your response.

/s/ Mark A. Birner

Mark A. Birner, DDS

/s/ Lee Schlessman

Lee Schlessman

/s/ Elizabeth Genty

Elizabeth Genty

The Reporting Persons sent the below letter to the Company's Board of Directors on June 20, 2016:

June 20, 2016

Birner Dental Management Services, Inc.

Board of Directors

1777 South Harrison Street, Suite 1400

Denver, Colorado 80210

Gentlemen:

We the undersigned shareholders of Birner Dental Management Services, Inc. ("BDMS" or the "Company") collectively own approximately 579,000 shares of BDMS' common stock, representing approximately 31.1% of its outstanding shares. We have beneficially owned this substantial stake in the Company for at least 18 years.

We wish to follow up on our letters to you of May 9 and May 27, 2016, and the Company news release of June 6, 2016.

Earlier we noted the deteriorating business performance of the Company. In addition to the dismal results from the first quarter of 2016, which led to your decision to discontinue the cash dividend, we note that the Company lost its NASDAQ listing, and now trades off-market.

We remain aware of multiple, concrete opportunities to recover the considerable losses from our investment, through for example, a transaction to sell BDMS.

Earlier, we noted the Board has at least two such opportunities, one from Blackford Dental Management, LLC and one other counterparty with industry credentials, both carrying a significant premium to the current share price and to BDMS' historical EBITDA multiple. We demanded that the Company establish a formal process for considering such offers.

Furthermore, you have announced the retention of a financial advisor, presumably for purposes of analyzing and negotiating offers to the Company. We ask that the Company disclose publicly the identity of the advisor and relationship of the advisor with the board of directors. In this way, potential counterparties would not only know whom to call with interest in the Company, they would also have assurance that the Company intends to handle inquiries properly.

Yet, while the Company could have announced a process for considering offers, including formation of a special committee of the board of directors and retention of an independent financial advisor, instead it sent out a poorly worded, anxious press release.

We disagree with many of the purported facts and conclusions in the press release. For example, the Company asserts, "These matters…have been highly distracting…we have been required to incur significant business time and legal and other expenses to address the communications and demands…" Nothing we did requires the Company to spend any money on legal and other expenses; instead, the Company chose to spend that money to resist legitimate shareholder efforts to preserve the value of our investment. And, if the Company did incur such time and expense, we don't know where it went, since we have had minimal contact with the Company in the past several months. But it is not worth it to highlight disagreement. Rather, we continue to ask the Company to explore its strategic alternatives as outlined below.

We further revise and update our demands from our May 9 and May 27, 2016 letters, as follows:

1) Identify all inquiries, proposals, or other opportunities BDMS has received from potential acquirers or counterparties, including the party, date of proposal, and financial terms proposed.

2) Explain in detail the process for considering all proposals, including:

a) analysis undertaken;

b) which outside advisors BDMS retained to consider each proposal;

c) the basis for rejecting each proposal; and

d) how the Board was involved in the analysis, and the Board vote on each proposal.

3) Identify publicly the financial advisor that the Company has retained, and explain the terms of any retainer to it.

4) Implement immediately a formal process for considering strategic alternatives and thereby improving value, including the two known proposals and any similar offers:

a) appoint and charter a Special Committee of the Board, consisting only of independent directors, with shareholder input to its specific members, with complete authority to consider the two known offers and any similar offers

b) retain independent legal counsel and financial advisors to the Special Committee

c) appoint a shareholder representative as an observer to the Special Committee, including authority to attend all committee meetings, obtain all written analysis, without voting privileges.

5) Present to investors management's case for BDMS remaining independent. Based on the response to the two known proposals, it appears that the Board and management think they can deliver financial results that merit a near-term price of at least $23.00 per share. We request an analysis that shows the strategic, operational, and financial plans that will deliver these results.

Next Steps

We request a response to this letter from the Board in one week from the date of this letter.

We look forward to your response.

/s/ Mark A. Birner

Mark A. Birner, DDS

/s/ Lee Schlessman

Lee Schlessman

/s/ Elizabeth Genty

Elizabeth Genty

The Reporting Persons sent the below letter to the Company's Board of Directors on July 25, 2016:

July 25, 2016

Frederic W.J. Birner, Chairman of the Board and Chief Executive Officer

Dennis N. Genty, Chief Financial Officer

Paul E. Valuck, D.D.S., Director

Thomas D. Wolf, Director

Brooks G. O'Neil, Director

c/o Birner Dental Management Services, Inc.

Attention: Douglas R. Wright, Esq.

Gentlemen:

We, the undersigned shareholders of Birner Dental Management Services, Inc. ("BDMS" or the "Company"), collectively own approximately 579,000 shares of BDMS' common stock, representing approximately 31.1% of its outstanding shares. We have beneficially owned this substantial stake in the Company for at least 18 years.

We wish to follow up with you regarding our recent correspondence to you. We reiterate our requests to you in our letter dated June 20, 2016.  Our concerns about the Company include:

- Company debt has ballooned from $3 million to $11 million since 2007;

- EBITDA has decreased from $7.8 million to $3.5 million since 2007;

- EBITDA margins have declined from 15% (industry average) to 5.8% since 2007;

- Decline of EBITDA of 15% year-over-year from first quarter 2015 to first quarter 2016;

- Loss of shareholder dividends;

- Delisting from NASDAQ.

It has been a month since our last letter. No progress has been reported by you with respect to maximizing shareholder value, which is indeed unfortunate.

We are very disappointed that the Board has chosen not to charter and appoint a special committee consisting only of independent directors in connection with the Company exploring a sale. Our views were further exacerbated by the Board's recent amendments to the Company's bylaws that primarily entrench the Board and management. You all by supporting these newly adopted bylaw amendments have eviscerated shareholder democracy in protecting your positions. These new bylaw amendments include:

- Requiring unnecessarily detailed information for notifying the Company of Board nominees and special meetings;

- Requiring an unusually long period of time (as long as six months) to call a special meeting; and

- The onerous requirement of shareholder funding of significant amounts for the notice of a special meeting.

Nonetheless, please understand that these recently concocted barriers to shareholder democracy will not deter us from calling for a special meeting of shareholders should we so determine. We are confident we have the necessary votes to replace every director with individuals that will represent shareholder interests independently, diligently and faithfully.

We are reviewing legal remedies available to shareholders to reverse your recent bylaw amendments and restore customary shareholder democracy. We are confident that a significant number of shareholders, representing a substantial percentage of the shares in the Company, will agree to support any actions we may take.

We maintain that the Board of Directors and particularly management has significant conflicts of interest in the sale process in that management appears to have an overriding interest in further entrenching itself and maintaining the lavish compensation packages they negotiated for themselves with a Board of Directors that has not had the backbone to challenge the extravagant compensation, particularly given management's abysmal performance outlined above and indicated to you in prior letters. This letter shall also serve as notice to you that any attempts to provide additional compensation to management in connection with a sale of the Company will be considered by us to be a significant breach of your fiduciary duties to shareholders and a waste of corporate assets.

/s/ Mark A. Birner

Mark A. Birner, DDS

/s/ Lee Schlessman

Lee Schlessman

/s/ Elizabeth Genty

Elizabeth Genty