Filing Details

Accession Number:
0001144204-18-052584
Form Type:
13D Filing
Publication Date:
2018-10-04 19:27:03
Filed By:
Palm Management (us) Llc
Company:
Birner Dental Management Services Inc (NASDAQ:BDMS)
Filing Date:
2018-10-05
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Palm Management (US) 0 600,000 0 600,000 20.2%
Palm Global Small Cap Master Fund 0 600,000 0 600,000 20.2%
Palm Active Dental 0 400,000 0 400,000 13.4%
Palm Active Partners Management 0 493,600 0 493,600 16.6%
Palm Active Dental II 0 93,600 0 93,600 3.1%
Bradley C. Palmer 0 1,093,600 0 1,093,600 36.8%
Bradley M. Tirpak 2,000 1,093,600 2,000 1,093,600 36.8%
Joshua S. Horowitz 2,000 1,093,600 2,000 1,093,600 36.8%
Filing
 

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

BIRNER DENTAL MANAGEMENT SERVICES, INC.
(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

 

091283200

(CUSIP Number)

 

Bradley C. Palmer

Palm Management (US) LLC

19 West Elm Street

Greenwich, CT 06830

(203) 302-7000

 

With a copy to:

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 
October 3, 2018
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

 Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

_______________

* The remainder of this cover page shall be filled out for a reporting person’s 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 (“Act”) 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).

 

 

 CUSIP No. 091283200 13D Page 2 of 11 Pages

 

1

NAME OF REPORTING PERSON

 

Palm Management (US) LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

600,000*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

600,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

600,000*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.2%**

 
14

TYPE OF REPORTING PERSON

 

OO

 
         
 

* Includes 598,800 and 1,200 shares of Common Stock issuable upon the conversion of Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock, respectively, which are both convertible into Series B Convertible Preferred Stock at any time at the option of the holder, which Series B Convertible Preferred Stock is then convertible into Common Stock at any time at the option of the holder. Does not include interest and dividends.

 

**Assumes the conversion of (i) the Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and (ii) the Series B Convertible Preferred Stock into Common Stock. Does not include interest and dividends.

  

 

 

CUSIP No. 091283200 13D Page 3 of 11 Pages

 

1

NAME OF REPORTING PERSON

 

Palm Global Small Cap Master Fund LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

600,000*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

600,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

600,000*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.2%**

 
14

TYPE OF REPORTING PERSON

 

PN

 
         
 

* Includes 598,800 and 1,200 shares of Common Stock issuable upon the conversion of Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock, respectively, which are both convertible into Series B Convertible Preferred Stock at any time at the option of the holder, which Series B Convertible Preferred Stock is then convertible into Common Stock at any time at the option of the holder. Does not include interest and dividends.

 

**Assumes the conversion of (i) the Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and (ii) the Series B Convertible Preferred Stock into Common Stock. Does not include interest and dividends.

 

 

 

CUSIP No. 091283200 13D Page 4 of 11 Pages

 

1

NAME OF REPORTING PERSON

 

Palm Active Dental, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

400,000*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

400,000*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

400,000*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

13.4%**

 
14

TYPE OF REPORTING PERSON

 

OO

 
         
 

* Includes 399,200 and 800 shares of Common Stock issuable upon the conversion of Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock, respectively, which are both convertible into Series B Convertible Preferred Stock at any time at the option of the holder, which Series B Convertible Preferred Stock is then convertible into Common Stock at any time at the option of the holder. Does not include interest and dividends.

 

**Assumes the conversion of (i) the Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and (ii) the Series B Convertible Preferred Stock into Common Stock. Does not include interest and dividends.

 

 

 

 CUSIP No. 091283200 13D Page 5 of 11 Pages

 

1

NAME OF REPORTING PERSON

 

Palm Active Partners Management, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

AF

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

493,600*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

493,600*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

493,600*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

16.6%**

 
14

TYPE OF REPORTING PERSON

 

OO

 
         
 

* Includes 492,600 and 1,000 shares of Common Stock issuable upon the conversion of Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock, respectively, which are both convertible into Series B Convertible Preferred Stock at any time at the option of the holder, which Series B Convertible Preferred Stock is then convertible into Common Stock at any time at the option of the holder. Does not include interest and dividends.

 

**Assumes the conversion of (i) the Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and (ii) the Series B Convertible Preferred Stock into Common Stock. Does not include interest and dividends.

  

 

 

CUSIP No. 091283200 13D Page 6 of 11 Pages

 

1

NAME OF REPORTING PERSON

 

Palm Active Dental II, LP

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

WC

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

93,600*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

93,600*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

93,600*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.1%**

 
14

TYPE OF REPORTING PERSON

 

PN

 
         
 

* Includes 93,400 and 200 shares of Common Stock issuable upon the conversion of Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock, respectively, which are both convertible into Series B Convertible Preferred Stock at any time at the option of the holder, which Series B Convertible Preferred Stock is then convertible into Common Stock at any time at the option of the holder. Does not include interest and dividends.

 

**Assumes the conversion of (i) the Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and (ii) the Series B Convertible Preferred Stock into Common Stock. Does not include interest and dividends.

 

 

 

CUSIP No. 091283200 13D Page 7 of 11 Pages

 

1

NAME OF REPORTING PERSON

 

Bradley C. Palmer

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

None

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

1,093,600*

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

1,093,600*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,093,600*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

36.8%**

 
14

TYPE OF REPORTING PERSON

 

IN

 
         
 

* Includes 1,091,400 and 2,200 shares of Common Stock issuable upon the conversion of Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock, respectively, which are both convertible into Series B Convertible Preferred Stock at any time at the option of the holder, which Series B Convertible Preferred Stock is then convertible into Common Stock at any time at the option of the holder. Does not include interest and dividends.

 

**Assumes the conversion of (i) the Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and (ii) the Series B Convertible Preferred Stock into Common Stock. Does not include interest and dividends.

 

 

 

CUSIP No. 091283200 13D Page 8 of 11 Pages

 

1

NAME OF REPORTING PERSON

 

Bradley M. Tirpak

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

None

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

2,000

8

SHARED VOTING POWER

 

1,093,600*

9

SOLE DISPOSITIVE POWER

 

2,000

10

SHARED DISPOSITIVE POWER

 

1,093,600*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,095,600*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

36.8%**

 
14

TYPE OF REPORTING PERSON

 

IN

 
         
 

* Includes 1,091,400 and 2,200 shares of Common Stock issuable upon the conversion of Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock, respectively, which are both convertible into Series B Convertible Preferred Stock at any time at the option of the holder, which Series B Convertible Preferred Stock is then convertible into Common Stock at any time at the option of the holder. Does not include interest and dividends.

 

**Assumes the conversion of (i) the Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and (ii) the Series B Convertible Preferred Stock into Common Stock. Does not include interest and dividends.

 

 

 

CUSIP No. 091283200 13D Page 9 of 11 Pages

 

1

NAME OF REPORTING PERSON

 

Joshua S. Horowitz

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨
(b) ¨
3

SEC USE ONLY

 

 
4

SOURCE OF FUNDS

 

None

 
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

 

2,000

8

SHARED VOTING POWER

 

1,093,600*

9

SOLE DISPOSITIVE POWER

 

2,000

10

SHARED DISPOSITIVE POWER

 

1,093,600*

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,095,600*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

36.8%**

 
14

TYPE OF REPORTING PERSON

 

IN

 
         
 

* Includes 1,091,400 and 2,200 shares of Common Stock issuable upon the conversion of Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock, respectively, which are both convertible into Series B Convertible Preferred Stock at any time at the option of the holder, which Series B Convertible Preferred Stock is then convertible into Common Stock at any time at the option of the holder. Does not include interest and dividends.

 

**Assumes the conversion of (i) the Convertible Senior Subordinated Loan Notes and Series A Convertible Preferred Stock into Series B Convertible Preferred Stock and (ii) the Series B Convertible Preferred Stock into Common Stock. Does not include interest and dividends.

 

 

 

CUSIP No. 091283200 13D Page 10 of 11 Pages

 

This Amendment No. 3 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 3”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on January 3, 2018 (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, no par value per share (the “Common Stock”), of Birner Dental Management Services, Inc., a Colorado corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 3 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 3, the Schedule 13D remains unchanged.

 

Item 4. Purpose of Transaction.

 

On October 3, 2018, the Company announced that it entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mid-Atlantic Dental Services Holdings, LLC, a Delaware limited liability company (“Parent”), and Bronco Acquisition, Inc., a Delaware corporation (“Merger Sub”), which provides, subject to the terms and conditions of the Merger Agreement, for the merger of Merger Sub with and into the Company (the “Merger”), with the Company as the surviving corporation and a wholly-owned subsidiary of Parent.

 

In connection with the Merger Agreement, on October 3, 2018, Palm Global Small Cap Master Fund LP, Palm Active Dental, LLC, Palm Active Dental II, LP, Palm Management (US) LLC, and Palm Active Partners Management, LLC, as shareholders of the Company, entered into a Voting and Support Agreement with Parent, a copy of which is filed as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference.

  

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

 

The information set forth in Item 4 above is incorporated herein by reference.

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 3, which agreement is set forth on the signature page to this Statement.

 

Item 7. Material to Be Filed as Exhibits.

 

  99.1 Voting and Support Agreement, dated as of October 3, 2018, by and among Mid-Atlantic Dental Services Holdings, LLC, Palm Global Small Cap Master Fund LP, Palm Active Dental, LLC, Palm Active Dental II, LP, Palm Management (US) LLC, and Palm Active Partners Management, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2018).

  

 

 

CUSIP No. 091283200 13D Page 11 of 11 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: October 4, 2018  
   

PALM GLOBAL SMALL CAP MASTER FUND LP

 

By Palm Global Small Cap Fund GP Ltd.,

its general partner

 

 
/s/ Joshua S. Horowitz  
Joshua S. Horowitz  
Director  
   
PALM ACTIVE DENTAL, LLC,  
   
/s/ Jason Woody  
Jason Woody  

Secretary

 

 

PALM ACTIVE DENTAL II, LP

 

By Palm Active Partners, LLC,

its general partner

 
   
/s/ Joshua S. Horowitz  
Joshua S. Horowitz  
Director  
   

PALM MANAGEMENT (US) LLC

 

 
/s/ Joshua S. Horowitz  
Joshua S. Horowitz  

Managing Director

 

PALM ACTIVE PARTNERS MANAGEMENT, LLC

 

 
/s/ Joshua S. Horowitz  

Joshua S. Horowitz

Director

 
   
/s/ Bradley C. Palmer  
BRADLEY C. PALMER  

 

/s/ Joshua S. Horowitz
JOSHUA S. HOROWITZ
 
/s/ Bradley M. Tirpak
BRADLEY M. TIRPAK