0001144204-18-047997.txt : 20180905
0001144204-18-047997.hdr.sgml : 20180905
20180905110643
ACCESSION NUMBER: 0001144204-18-047997
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180901
FILED AS OF DATE: 20180905
DATE AS OF CHANGE: 20180905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Horowitz Joshua
CENTRAL INDEX KEY: 0001612424
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 181054260
MAIL ADDRESS:
STREET 1: 72-38 113TH STREET
STREET 2: APARTMENT 3L
CITY: FOREST HILLS
STATE: NY
ZIP: 11375
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Tirpak Bradley M
CENTRAL INDEX KEY: 0001484439
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 181054261
MAIL ADDRESS:
STREET 1: 50 ORCHARD ST.
CITY: NEW YORK
STATE: NY
ZIP: 10002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Palmer Bradley C
CENTRAL INDEX KEY: 0001726523
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 181054262
MAIL ADDRESS:
STREET 1: C/O PALM MANAGEMENT (US) LLC
STREET 2: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Palm Active Partners Management, LLC
CENTRAL INDEX KEY: 0001750348
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 181054263
BUSINESS ADDRESS:
STREET 1: C/O PALM MANAGEMENT (US) LLC
STREET 2: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: (203)302-7000
MAIL ADDRESS:
STREET 1: C/O PALM MANAGEMENT (US) LLC
STREET 2: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Palm Active Dental II, LP
CENTRAL INDEX KEY: 0001750234
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 181054264
BUSINESS ADDRESS:
STREET 1: C/O PALM MANAGEMENT (US) LLC
STREET 2: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: (203)302-7000
MAIL ADDRESS:
STREET 1: C/O PALM MANAGEMENT (US) LLC
STREET 2: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Palm Global Small Cap Master Fund LP
CENTRAL INDEX KEY: 0001726444
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 181054265
BUSINESS ADDRESS:
STREET 1: C/O PALM MANAGEMENT (US) LLC
STREET 2: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: (203) 302-7000
MAIL ADDRESS:
STREET 1: C/O PALM MANAGEMENT (US) LLC
STREET 2: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Palm Active Dental LLC
CENTRAL INDEX KEY: 0001726515
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 181054266
BUSINESS ADDRESS:
STREET 1: C/O PALM MANAGEMENT (US) LLC
STREET 2: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: (203) 302-7000
MAIL ADDRESS:
STREET 1: C/O PALM MANAGEMENT (US) LLC
STREET 2: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Palm Management (US) LLC
CENTRAL INDEX KEY: 0001726497
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 181054267
BUSINESS ADDRESS:
STREET 1: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: (203) 302-7000
MAIL ADDRESS:
STREET 1: 19 WEST ELM STREET
CITY: GREENWICH
STATE: CT
ZIP: 06830
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BIRNER DENTAL MANAGEMENT SERVICES INC
CENTRAL INDEX KEY: 0000948072
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HEALTH SERVICES [8000]
IRS NUMBER: 841307044
STATE OF INCORPORATION: CO
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1777 S. HARRISON STREET,
STREET 2: SUITE 1400
CITY: DENVER
STATE: CO
ZIP: 80210
BUSINESS PHONE: 3036910680
MAIL ADDRESS:
STREET 1: 1777 S. HARRISON STREET,
STREET 2: SUITE 1400
CITY: DENVER
STATE: CO
ZIP: 80210
4
1
tv502164_form4.xml
FORM 4
X0306
4
2018-09-01
0
0000948072
BIRNER DENTAL MANAGEMENT SERVICES INC
BDMS
0001726497
Palm Management (US) LLC
19 WEST ELM STREET
GREENWICH
CT
06830
1
0
1
0
0001726515
Palm Active Dental LLC
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH
CT
06830
1
0
1
0
0001726444
Palm Global Small Cap Master Fund LP
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH
CT
06830
1
0
1
0
0001750234
Palm Active Dental II, LP
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH
CT
06830
1
0
1
0
0001750348
Palm Active Partners Management, LLC
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH
CT
06830
1
0
1
0
0001726523
Palmer Bradley C
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH
CT
06830
0
0
1
0
0001484439
Tirpak Bradley M
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH
CT
06830
1
0
1
0
0001612424
Horowitz Joshua
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH
CT
06830
1
0
1
0
Common Stock
2000
I
Bradley M. Tirpak
Common Stock
2000
I
Joshua Horowitz
Convertible Senior Subordinated Secured Loan Notes
5
2018-09-01
4
J
0
1497000
A
Common Stock
299400
3038212
I
Palm Global Small Cap Master Fund LP
Convertible Senior Subordinated Secured Loan Notes
5
2018-09-01
4
J
0
1497000
D
Common Stock
299400
2099161
I
Palm Active Dental, LLC
Series A Convertible Preferred Stock
2018-09-01
4
J
0
3
A
Common Stock
600
6
I
Palm Global Small Cap Master Fund LP
Series A Convertible Preferred Stock
2018-09-01
4
J
0
3
D
Common Stock
600
4
I
Palm Active Dental, LLC
Convertible Senior Subordinated Secured Loan Notes
5
Common Stock
93400
467000
I
Palm Active Dental II, LP
Series A Convertible Preferred Stock
Common Stock
200
1
I
Palm Active Dental II, LP
Restricted stock that vests in two equal installments on June 20, 2019 and June 20, 2020.
The Convertible Senior Subordinated Loan Notes (the "Notes") and Series A Convertible Preferred Stock ("Series A Preferred") are both convertible into Series B Convertible Preferred Stock ("Series B Preferred") at any time at the option of the holder, which Series B Preferred is then convertible into Common Stock at any time at the option of the holder.
The maturity date for the Notes is September 30, 2023.
Each share of Series A Preferred is convertible into such number of shares of Series B Preferred as is determined by dividing the Series A Preference Price ($1,000 per share of Series A Preferred), plus any and all accrued and unpaid dividends, by $5. Each share of Series B Preferred is convertible into such number of shares of Common Stock as is determined by dividing the Series B Preference Price ($5 per share of Series B Preferred), plus any and all accrued and unpaid dividends, by the Conversion Price ($5) then in effect.
Shares of Series A Preferred may be redeemed at any time at the option of the holder beginning on the sixth anniversary date of December 28, 2017.
Assuming the conversion of both the Notes and the Series A Preferred into Series B Preferred and the Series B Preferred into Common Stock, the Reporting Persons in the aggregate will own 1,093,600 shares of Common Stock, which represent approximately 36.8% of the Company's outstanding shares of Common Stock (assuming the conversion of the securities) (not including restricted stock held by Messrs. Horowitz and Tirpak, who serve as directors of the Company, received as director compensation).
Due to his positions with Palm Management (US) LLC and affiliated entities, Mr. Palmer may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by Palm Global Small Cap Master Fund LP (the "Fund"), Palm Active Dental, LLC ("PAD") and Palm Active Dental II, LP ("PAD II"). Mr. Palmer disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. Palm Management (US) LLC, as the investment manager of the Fund, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by the Fund. Due to their positions with the Fund and Palm Management (US) LLC, Messrs. Horowitz and Tirpak may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by the Fund. Messrs. Horowitz and Tirpak disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest therein.
Palm Active Partners Management, LLC, as the investment manager of PAD and PAD II, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by PAD and PAD II. Due to their positions as managing directors of Palm Active Partners Management, LLC, Messrs. Horowitz, Palmer and Tirpak may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by PAD and PAD II. Messrs. Horowitz, Palmer and Tirpak disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest therein.
The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred is $147,669 through July 31, 2018. The principal amounts of the Notes in Column 9 of Table II include such PIK interest.
Represents the contribution by PAD to the Fund of $1,497,000 in principal amount of the Notes and three shares of Series A Preferred in exchange for limited partnership interests in the Fund with a value equal to $1,500,000.
PALM MANAGEMENT (US) LLC, /s/ Joshua Horowitz, Managing Director
2018-09-04
PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary
2018-09-04
PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua Horowitz, Director
2018-09-04
PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director
2018-09-04
PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director
2018-09-04
/s/ Bradley C. Palmer
2018-09-04
/s/ Bradley M. Tirpak
2018-09-04
/s/ Joshua S. Horowitz
2018-09-04