SEC Form 4 · accession 0001144204-19-001607
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
Jan 14, 2019
Accepted (ET)
Jan 14, 2019 · 5:03 pm EST
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 Stock | Jan 14, 2019 | C | 630,705 | $5.00 | A | 630,705 | I | Palm Global Small Cap Master Fund LP |
| Common Stock | Jan 14, 2019 | C | 420,470 | $5.00 | A | 420,470 | I | Palm Active Dental, LLC |
| Common Stock | Jan 14, 2019 | C | 95,344 | $5.00 | A | 95,344 | I | Palm Active Dental II, LLC |
| Common StockF6 | Jan 14, 2019 | C | 1,264 | — | A | 631,969 | I | Palm Global Small Cap Master Fund LP |
| Common StockF6 | Jan 14, 2019 | C | 843 | — | A | 421,313 | I | Palm Active Dental, LLC |
| Common StockF6 | Jan 14, 2019 | C | 204 | — | A | 95,548 | I | Palm Active Dental II, LLC |
| Common StockF1 | Jan 14, 2019 | D | 631,969 | — | D | 0 | I | Palm Global Small Cap Master Fund LP |
| Common StockF1 | Jan 14, 2019 | D | 421,313 | — | D | 0 | I | Palm Active Dental, LLC |
| Common StockF1 | Jan 14, 2019 | D | 95,548 | — | D | 0 | I | Palm Active Dental II, LLC |
| Common StockF4,F1 | Jan 14, 2019 | D | 2,000 | — | D | 0 | I | Bradley M. Tirpak |
| Common StockF4,F1 | Jan 14, 2019 | D | 2,000 | — | D | 0 | 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 NotesF7,F8,F1,F2,F5,F6,F10 | $5.00 | Jan 14, 2019 | C | — | D | — | — | Common Stock | 630,705 | 0 | I |
| Convertible Senior Subordinated Secured Loan NotesF7,F8,F1,F2,F5,F6,F10 | $5.00 | Jan 14, 2019 | C | — | D | — | — | Common Stock | 420,470 | 0 | I |
| Convertible Senior Subordinated Secured Loan NotesF7,F8,F1,F2,F5,F6,F10 | $5.00 | Jan 14, 2019 | C | — | D | — | — | Common Stock | 95,344 | 0 | I |
| Series A Convertible Preferred StockF6,F1,F2,F7,F9,F10 | — | Jan 14, 2019 | C | 6 | D | — | — | Common Stock | 1,264 | 0 | I |
| Series A Convertible Preferred StockF6,F1,F2,F7,F9,F10 | — | Jan 14, 2019 | C | 4 | D | — | — | Common Stock | 843 | 0 | I |
| Series A Convertible Preferred StockF6,F1,F2,F7,F9,F10 | — | Jan 14, 2019 | C | 1 | D | — | — | Common Stock | 204 | 0 | I |
Explanation of responses
- F1On 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").
- F10Represents underlying shares of Common Stock.
- F2Pursuant 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.
- F3Represents shares of Common Stock disposed of in the Merger for the Merger Consideration.
- F4Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration.
- F5Each 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.
- F6Each 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.
- F7The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019.
- F8Represents the outstanding principal amount of the Notes converted plus PIK interest.
- F9Includes dividends required to be paid in kind as additional shares.