0001144204-19-001607.txt : 20190114
0001144204-19-001607.hdr.sgml : 20190114
20190114170304
ACCESSION NUMBER: 0001144204-19-001607
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190114
FILED AS OF DATE: 20190114
DATE AS OF CHANGE: 20190114
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: 19525564
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
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: 19525565
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: 19525566
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: 19525567
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 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: 19525568
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: Palmer Bradley C
CENTRAL INDEX KEY: 0001726523
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 19525569
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: Tirpak Bradley M
CENTRAL INDEX KEY: 0001484439
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23367
FILM NUMBER: 19525570
MAIL ADDRESS:
STREET 1: 50 ORCHARD ST.
CITY: NEW YORK
STATE: NY
ZIP: 10002
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: 19525571
MAIL ADDRESS:
STREET 1: 72-38 113TH STREET
STREET 2: APARTMENT 3L
CITY: FOREST HILLS
STATE: NY
ZIP: 11375
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
tv510924_form4.xml
FORM 4
X0306
4
2019-01-14
1
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
2019-01-14
4
C
0
630705
5
A
630705
I
Palm Global Small Cap Master Fund LP
Common Stock
2019-01-14
4
C
0
420470
5
A
420470
I
Palm Active Dental, LLC
Common Stock
2019-01-14
4
C
0
95344
5
A
95344
I
Palm Active Dental II, LLC
Common Stock
2019-01-14
4
C
0
1264
A
631969
I
Palm Global Small Cap Master Fund LP
Common Stock
2019-01-14
4
C
0
843
A
421313
I
Palm Active Dental, LLC
Common Stock
2019-01-14
4
C
0
204
A
95548
I
Palm Active Dental II, LLC
Common Stock
2019-01-14
4
D
0
631969
D
0
I
Palm Global Small Cap Master Fund LP
Common Stock
2019-01-14
4
D
0
421313
D
0
I
Palm Active Dental, LLC
Common Stock
2019-01-14
4
D
0
95548
D
0
I
Palm Active Dental II, LLC
Common Stock
2019-01-14
4
D
0
2000
D
0
I
Bradley M. Tirpak
Common Stock
2019-01-14
4
D
0
2000
D
0
I
Joshua Horowitz
Convertible Senior Subordinated Secured Loan Notes
5
2019-01-14
4
C
0
3153524
0
D
Common Stock
630705
0
I
Palm Global Small Cap Master Fund LP
Convertible Senior Subordinated Secured Loan Notes
5
2019-01-14
4
C
0
2102350
0
D
Common Stock
420470
0
I
Palm Active Dental, LLC
Convertible Senior Subordinated Secured Loan Notes
5
2019-01-14
4
C
0
476718
0
D
Common Stock
95344
0
I
Palm Active Dental II, LP
Series A Convertible Preferred Stock
2019-01-14
4
C
0
6
0
D
Common Stock
1264
0
I
Palm Global Small Cap Master Fund LP
Series A Convertible Preferred Stock
2019-01-14
4
C
0
4
0
D
Common Stock
843
0
I
Palm Active Dental, LLC
Series A Convertible Preferred Stock
2019-01-14
4
C
0
1
0
D
Common Stock
204
0
I
Palm Active Dental II, LP
On January 14, 2019, Birner Dental Management Services, Inc. ("Birner") completed a merger transaction pursuant to which Birner became a wholly owned subsidiary of Mid-Atlantic Dental Services Holdings, LLC (the "Merger"). Each share of Birner common stock was converted into the right to receive $10.62 in cash and a contingent value right that entitles the holder thereof to receive up to $0.13 per share that may become payable after 18 months, in each case, without interest and less any applicable withholding taxes (the "Merger Consideration").
Pursuant to a Notice of Conversion dated December 14, 2018, immediately prior to the effective time of the Merger, the Reporting Persons converted their Convertible Senior Subordinated Loan Notes (the "Notes") and Series A Convertible Preferred Stock ("Series A Preferred") into Series B Convertible Preferred ("Series B Preferred") and, immediately thereafter, converted the Series B Preferred into shares of Common Stock.
Represents shares of Common Stock disposed of in the Merger for the Merger Consideration.
Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration.
Each Note was convertible at any time at the option of the holder into Series B Preferred, which Series B Preferred was then convertible into Common Stock at any time at the option of the holder. The maturity date for the Notes was September 30, 2023.
Each share of Series A Preferred was convertible into such number of shares of Series B Preferred as was 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 was convertible into such number of shares of Common Stock as was 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.
The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019.
Represents the outstanding principal amount of the Notes converted plus PIK interest.
Includes dividends required to be paid in kind as additional shares.
Represents underlying shares of Common Stock.
PALM MANAGEMENT (US) LLC, /s/ Joshua Horowitz, Managing Director
2019-01-14
PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary
2019-01-14
PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua Horowitz, Director
2019-01-14
PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director
2019-01-14
PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director
2019-01-14
/s/ Bradley C. Palmer
2019-01-14
/s/ Bradley M. Tirpak
2019-01-14
/s/ Joshua S. Horowitz
2019-01-14