SEC Form 4 · accession 0001144204-18-047997
BIRNER DENTAL MANAGEMENT SERVICES INC · BDMS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Bradley M Tirpak
Director · 10% Owner
Joshua Horowitz
Director · 10% Owner
Palm Global Small Cap Master Fund LP
Director · 10% Owner
Palm Management (US) LLC
Director · 10% Owner
Palm Active Dental LLC
Director · 10% Owner
Bradley C Palmer
10% Owner
Palm Active Dental II, LP
Director · 10% Owner
Palm Active Partners Management, LLC
Director · 10% Owner
Period of report
Sep 1, 2018
Accepted (ET)
Sep 5, 2018 · 11:06 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000948072
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 2,000 | I | Bradley M. Tirpak | |
| Common StockF1 | holding | — | — | — | 2,000 | I | Joshua Horowitz |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Senior Subordinated Secured Loan NotesF10,F2,F4,F6,F7,F8,F9,F3 | $5.00 | Sep 1, 2018 | J | — | A | — | — | Common Stock | 299,400 | — | I |
| Convertible Senior Subordinated Secured Loan NotesF10,F2,F4,F6,F7,F8,F9,F3 | $5.00 | Sep 1, 2018 | J | — | D | — | — | Common Stock | 299,400 | — | I |
| Series A Convertible Preferred StockF10,F2,F4,F6,F7,F8,F9,F5 | — | Sep 1, 2018 | J | 3 | A | — | — | Common Stock | 600 | 6 | I |
| Series A Convertible Preferred StockF10,F2,F4,F6,F7,F8,F9,F5 | — | Sep 1, 2018 | J | 3 | D | — | — | Common Stock | 600 | 4 | I |
| Convertible Senior Subordinated Secured Loan NotesF2,F4,F6,F7,F8,F3 | $5.00 | holding | — | — | — | — | — | Common Stock | 93,400 | — | I |
| Series A Convertible Preferred StockF2,F4,F6,F7,F8,F5 | — | holding | — | — | — | — | — | Common Stock | 200 | 1 | I |
Explanation of responses
- F1Restricted stock that vests in two equal installments on June 20, 2019 and June 20, 2020.
- F10Represents 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.
- F2The 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.
- F3The maturity date for the Notes is September 30, 2023.
- F4Each 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.
- F5Shares 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.
- F6Assuming 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).
- F7Due 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.
- F8Palm 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.
- F9The 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.