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13D Filing: Osmium Partners and Diversicare Healthcare Services Inc. (DVCR)

Diversicare Healthcare Services Inc. (NASDAQ:DVCR): John H Lewis’ Osmium Partners filed an amended 13D.

You can check out Osmium Partners’ latest holdings and filings here.

Please follow Osmium Partners (if you aren’t already doing so) to get real-time email alerts whenever we publish an article about Osmium Partners or update its stock holdings.

John H Lewis
John H Lewis
Osmium Partners

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
John H. Lewis 642,903 642,903 9.95%
Osmium Partners 642,903 642,903 9.95%
Osmium Capital 356,106 356,106 5.51%
Osmium Capital II 172,993 172,993 2.68%
Osmium Spartan 113,804 113,804 1.76%
John H Lewis
John H Lewis
Osmium Partners

Page 1 of 12 – SEC Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. )*

DIVERSICARE HEALTHCARE SERVICES,
INC.

(Name of Issuer)

Common Stock, par value $0.10
(Title
of Class of Securities)

255104101
(CUSIP Number)

Osmium Partners, LLC
300 Drakes Landing Road,
Suite 172

Greenbrae, CA 94904
Attention: John H. Lewis

Telephone: (415) 785-4044
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and
Communications)

September 8, 2017
(Date of Event Which
Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box [X].

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Page 2 of 12 – SEC Filing

Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.

*

The remainder of this cover page shall be filled out for
a reporting persons initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover
page shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes.)

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Page 3 of 12 – SEC Filing

CUSIP No. 255104101

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities
only).

John H. Lewis

2.

Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [   ]    (b) [X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

United States

5. Sole Voting Power
Number of 0
Shares 6. Shared Voting Power
Beneficially
owned by 642,903
Each 7. Sole Dispositive Power
Reporting
Person 0
With: 8. Shared Dispositive Power
642,903
9.

Aggregate Amount Beneficially Owned by Each Reporting
Person

642,903

10.

Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[   ]

11.

Percent of Class Represented by Amount in Row (9)

9.95%

12.

Type of Reporting Person (See Instructions)

IN

 

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Page 4 of 12 – SEC Filing

CUSIP No. 255104101

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities
only).

Osmium Partners, LLC

2.

Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [   ] (b) [X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

Delaware

5. Sole Voting Power
Number of 0
Shares 6. Shared Voting Power
Beneficially
owned by 642,903
Each 7. Sole Dispositive Power
Reporting
Person 0
With: 8. Shared Dispositive Power
642,903
9.

Aggregate Amount Beneficially Owned by Each Reporting
Person

642,903

10.

Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[   ]

11.

Percent of Class Represented by Amount in Row (9)

9.95%

12.

Type of Reporting Person (See Instructions)

IA, OO

 

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Page 5 of 12 – SEC Filing

CUSIP No. 255104101

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities
only).

Osmium Capital, LP

2.

Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [   ] (b) [X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

Delaware

5. Sole Voting Power
Number of 0
Shares 6. Shared Voting Power
Beneficially
owned by 356,106
Each 7. Sole Dispositive Power
Reporting
Person 0
With: 8. Shared Dispositive Power
356,106
9.

Aggregate Amount Beneficially Owned by Each Reporting
Person

356,106

10.

Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[   ]

11.

Percent of Class Represented by Amount in Row (9)

5.51%

12.

Type of Reporting Person (See Instructions)

PN

 

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Page 6 of 12 – SEC Filing

CUSIP No. 255104101

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities
only).

Osmium Capital II, LP

2.

Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [   ] (b) [X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

Delaware

5. Sole Voting Power
Number of 0
Shares 6. Shared Voting Power
Beneficially
owned by 172,993
Each 7. Sole Dispositive Power
Reporting
Person 0
With: 8. Shared Dispositive Power
172,993
9.

Aggregate Amount Beneficially Owned by Each Reporting
Person

172,993

10.

Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[   ]

11.

Percent of Class Represented by Amount in Row (9)

2.68%

12.

Type of Reporting Person (See Instructions)

PN

 

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Page 7 of 12 – SEC Filing

CUSIP No. 255104101

1.

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities
only).

Osmium Spartan, LP

2.

Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [   ] (b) [X]

3.

SEC Use Only

4.

Citizenship or Place of Organization

Delaware

5. Sole Voting Power
Number of 0
Shares 6. Shared Voting Power
Beneficially
owned by 113,804
Each 7. Sole Dispositive Power
Reporting
Person 0
With: 8. Shared Dispositive Power
113,804
9.

Aggregate Amount Beneficially Owned by Each Reporting
Person

113,804

10.

Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)

[   ]

11.

Percent of Class Represented by Amount in Row (9)

1.76%

12.

Type of Reporting Person (See Instructions)

PN

 

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Page 8 of 12 – SEC Filing

EXPLANATORY NOTE

This Statement on Schedule 13D reflects, that as of September
8, 2017, the Reporting Persons are disclosing their beneficial ownership in
Diversicare Healthcare Services, Inc. (Diversicare or the Issuer) on
Schedule 13D instead of Schedule 13G. The Reporting Persons previously disclosed
their beneficial ownership in the Issuer inn Amendment No. 2 to Schedule 13G as
filed with the Securities and Exchange Commission (the SEC) on February 14,
2017.

ITEM 1. Security and Issuer.

The name of the issuer is Diversicare Healthcare Services, Inc.
(the Issuer). The principal executive office of the Issuer is located at 1621
Galleria Boulevard, Brentwood, TN 37027-2926.

ITEM 2. Identity and Background.

(a)-(c) and (f) The names of the persons jointly filing this
statement on Schedule 13D (the Reporting Persons) are: (1) Osmium Capital, LP,
a Delaware limited partnership (Fund I); (2) Osmium Capital II, LP, a Delaware
limited partnership (Fund II); (3) Osmium Spartan, LP, a Delaware limited
partnership (Fund III, and collectively with Fund I and Fund II, the Funds);
(4) Osmium Partners, LLC, a Delaware limited liability company (Osmium
Partners); and (5) John H. Lewis, a United States Citizen (Lewis). Osmium
Partners serves as the general partner of Fund I, Fund II and Fund III. Mr.
Lewis is the controlling member of Osmium Partners.

The principal business of each of Fund I, Fund II and Fund III
is that of a private investment vehicle engaged in investing and trading in a
wide variety of securities and financial instruments for its own account. The
principal business of Osmium Partners is providing investment management
services and serving as the general partner of Fund I, Fund II and Fund III. Mr.
Lewis principal occupation is serving as the Managing Member of Osmium
Partners.

(d)(e) During the last five years, none of the Reporting
Persons have been (a) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration

The source and amount of funds (excluding commissions) used by
the Funds in making their purchase of the shares of Common Stock owned by each
of them in the aggregate was $5,271,595.33 from working capital.

One or more of the Reporting Persons effect purchases of
securities through margin accounts which may extend margin credit to the
Reporting Persons as and when required to open or carry positions in the margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and brokers credit policies. In such instances, the positions held in the
margin accounts are pledged as collateral security for the repayment of debit
balances in the accounts.

ITEM 4. Purpose of Transaction

The Reporting Persons purchased the Common Stock based on the
belief that such securities, when purchased, were undervalued and represented an
attractive investment opportunity. Although no Reporting Person has any specific
plan or proposal to acquire or dispose of the Common Stock, consistent with its
investment purpose, each Reporting Person at any time and from time to time may
acquire additional Common Stock or dispose of any or all of its Common Stock
depending upon an ongoing evaluation of the investment in the Common Stock,
prevailing market conditions, other investment opportunities, liquidity
requirements of the Reporting Persons, and/or other investment considerations.
The purpose of the acquisitions of the Common Stock was for investment, and the
acquisitions of the Common Stock were made in the ordinary course of business
and were not made for the purpose of acquiring control of the Issuer.

Consistent with their investment purpose, the Reporting Persons
have engaged in communications with the board of directors of the Issuer to urge
the board to substantially increase the current dividend payout as the Reporting
Persons believe that the Issuers Common Stock is significantly undervalued. In
connection with our communications with the board of directors of the Issuer we have issued a press release, dated as of
September 8, 2017, a copy of which is attached hereto as Exhibit 2 and is
incorporated herein by reference.

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Page 9 of 12 – SEC Filing

Except as disclosed above, none of the Reporting Persons has
any other plans or proposals which relate to, or would result in, any of the
matters referred to in paragraphs (a) through (j), inclusive, of the
instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time
and from time to time, review or reconsider their position and/or change their
purpose and/or formulate plans or proposals with respect thereto.

ITEM 5. Interest in Securities of the Issuer

(a)

The Reporting Persons beneficially
own:

 

(i)

Fund I directly owns 356,106 shares of Common Stock
representing 5.51% of all of the outstanding shares of Common Stock of the
Issuer.

(ii)

Fund II directly owns 172,993 shares of Common Stock
representing 2.68% of all of the outstanding shares of Common Stock of the
Issuer.

(iii)

Fund III directly owns 113,804 shares of Common Stock
representing 1.76% of all of the outstanding shares of Common Stock of the
Issuer.

(v)

Osmium Partners, as the general partner of each of the
Funds, may be deemed to beneficially own the 642,903 shares of Common
Stock held by them, representing 9.95% of all of the outstanding shares of
Common Stock of the Issuer.

(vi)

Mr. Lewis individually owns no shares of Common Stock.
Mr. Lewis may also be deemed to be the beneficial owner of the shares of
Common Stock beneficially owned by Osmium Partners.

(vii)

Collectively, the Reporting Persons beneficially own
642,903 shares of Common Stock representing 9.95% of all of the
outstanding shares of Common Stock of the Issuer.

Each Reporting Person disclaims beneficial ownership with
respect to any shares of Common Stock other than the shares owned directly and
of record by such Reporting Person.

The percentages set forth in this response are based on the
6,458,836 shares of Common Stock outstanding as of July 28, 2017, as reported by
the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30,
2017 as filed with the SEC on August 3, 2017.

(b) Osmium Partners and Mr. Lewis may be deemed to share with
Fund I, Fund II and Fund III (and not with any third party) the power to vote or
direct the vote of and to dispose or direct the disposition of the 356,106
shares of Common Stock, 172,993 shares of Common Stock and 113,804 shares of
Common Stock reported herein, respectively.

(c) The following Reporting Persons engaged in the following
transactions with respect to the Issuers Common Stock during the 60 days
preceding September 8, 2017 and the 60 days preceding the date of this
filing:

Osmium Capital, LP

Number Price
of per
Transaction Date Shares Share Type of Transaction
7/18/2017 600 9.89 Purchase
7/20/2017 2,000 9.4505 Sale
8/3/2017 300 9.8899 Purchase
8/8/2017 400 9.3977 Purchase
8/8/2017 700 9.45 Sale
8/9/2017 200 9.25 Purchase
8/11/2017 307 8.6954 Purchase
8/15/2017 300 9.1999 Purchase
8/15/2017 2,000 9 Sale
8/17/2017 200 9.0999 Purchase
8/25/2017 200 9.1999 Purchase
8/31/2017 420 9.579 Purchase
9/5/2017 10,000 9.405 Sale

 

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Page 10 of 12 – SEC Filing

Osmium Capital II, LP

Number Price
of per Type of
Transaction Date Shares Share Transaction
7/20/2017 1,372 9.3745 Purchase
7/26/2017 660 9.2143 Sale
8/15/2017 500 9 Sale
8/28/2017 379 9.1945 Purchase
8/31/2017 780 9.579 Purchase

Osmium Spartan, LP

Number Price
of per Type of
Transaction Date Shares Share Transaction
7/14/2017 1,000 9.95 Sale
7/28/2017 1,757 9.4467 Purchase
8/4/2017 200 9.4999 Purchase
8/22/2017 500 9.07 Purchase
8/29/2017 300 9.45 Purchase
9/5/2017 10,000 9.405 Purchase

Other than the foregoing, no transactions in the Common Stock
have been effected by the Reporting Persons in the 60 days preceding September
8, 2017 and the 60 days preceding the date of this filing.

(d)

Not applicable.

(e)

Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.

Not applicable.

ITEM 7. Material to be Filed as Exhibits.

Exhibit 1 Joint Filing Agreement (Filed
herewith)
Exhibit 2 Press Release, dated September 8, 2017.

 

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Page 11 of 12 – SEC Filing

SIGNATURE

     After reasonable inquiry and to
the best of my knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.

Dated: September 11, 2017

John H. Lewis
Osmium Partners, LLC

Osmium Capital, LP
Osmium Capital II, LP
Osmium
Spartan, LP

By:   /s/ John H.
Lewis

John H. Lewis, for himself and as
Managing Member of Osmium

Partners, LLC, for itself and as
General Partner of Osmium
Capital,
LP, Osmium Capital II,
LP and Osmium Spartan, LP

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Page 12 of 12 – SEC Filing

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