SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/28/2017 | 3. Issuer Name and Ticker or Trading Symbol BIRNER DENTAL MANAGEMENT SERVICES INC [ BDMS ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Convertible Senior Subordinated Secured Loan Notes | (1) | (2) | Common Stock(1) | 299,400(5) | 5 | I | Palm Global Small Cap Master Fund LP |
Convertible Senior Subordinated Secured Loan Notes | (1) | (2) | Common Stock(1) | 698,600(5) | 5 | I | Palm Active Dental, LLC |
Series A Convertible Preferred Stock | (1) | (3) | Common Stock(1) | 600(5) | (4) | I | Palm Global Small Cap Master Fund LP |
Series A Convertible Preferred Stock | (1) | (3) | Common Stock(1) | 1,400(5) | (4) | I | Palm Active Dental, LLC |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The 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. |
2. The maturity date for the Notes is September 30, 2023. |
3. Shares of Series A Preferred may be redeemed at any time at the option of the holder beginning on the sixth anniversary date of the date of issuance of the Notes and the Series A Preferred. |
4. Each 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. |
5. Assuming 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 1,000,000 shares of Common Stock, which represent approximately 34.8% of the Company's outstanding shares of Common Stock (assuming the conversion of the securities). |
Remarks: |
Due 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") and Palm Active Dental, LLC (the "LLC"). 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 his position as managing director of Palm Management (US) LLC, Joshua S. Horowitz may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by the Fund. Mr. Horowitz disclaims beneficial ownership of these shares. |
PALM MANAGEMENT (US) LLC, /s/ Jason Woody, Secretary | 01/02/2018 | |
PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary | 01/02/2018 | |
PALM GLOBAL SMALL CAP MASTER FUND LP, /s/ Jason Woody, Director | 01/02/2018 | |
/s/ Bradley C. Palmer | 01/02/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |