FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/28/2017 |
3. Issuer Name and Ticker or Trading Symbol
BIRNER DENTAL MANAGEMENT SERVICES INC [ BDMS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
Remarks: |
Palm Global Small Cap Master Fund LP (the "Fund") and Palm Active Dental, LLC (the "LLC") hold an aggregate of 1,000,000 shares of Common Stock issuable upon the conversion of certain securities, which represent approximately 34.8% of the Company's outstanding shares of Common Stock (assuming conversion of the securities). The Fund and the LLC directly own Convertible Senior Subordinated Loan Notes (the "Notes") and Series A Convertible Preferred Stock, which are both convertible at any time at the option of the holder into Series B Convertible Preferred Stock, which Series B Convertible Preferred Stock is convertible at any time at the option of the holder into shares of Common Stock. Upon the conversion of the Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and the Series B Convertible Preferred Stock into Common Stock, the Fund and the LLC will collectively directly own 998,000 and 2,000 shares of Common Stock, respectively. Palm Management (US) LLC serves as an investment manager to the Fund. The Reporting Person disclaims beneficial ownership of these securities. |
No securities are beneficially owned. |
/s/ Bradley M. Tirpak | 01/02/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |