Palm Active Dental II Form 4 BIRNER DENTAL MANAGEMENT SERVICES / Bradley C Palmer ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Palm Management (US) LLC

(Last)

(First)

(Middle)

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BIRNER DENTAL MANAGEMENT SERVICES INC [ BDMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/14/2019		C⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾		630,705	A	$5	630,705	I	Palm Global Small Cap Master Fund LP
Common Stock	01/14/2019		C⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾		420,470	A	$5	420,470	I	Palm Active Dental, LLC
Common Stock	01/14/2019		C⁽¹⁾⁽²⁾⁽⁵⁾⁽⁶⁾		95,344	A	$5	95,344	I	Palm Active Dental II, LLC
Common Stock	01/14/2019		C⁽¹⁾⁽²⁾⁽⁶⁾		1,264	A	⁽⁶⁾	631,969	I	Palm Global Small Cap Master Fund LP
Common Stock	01/14/2019		C⁽¹⁾⁽²⁾⁽⁶⁾		843	A	⁽⁶⁾	421,313	I	Palm Active Dental, LLC
Common Stock	01/14/2019		C⁽¹⁾⁽²⁾⁽⁶⁾		204	A	⁽⁶⁾	95,548	I	Palm Active Dental II, LLC
Common Stock	01/14/2019		D⁽¹⁾⁽³⁾		631,969	D	⁽¹⁾	0	I	Palm Global Small Cap Master Fund LP
Common Stock	01/14/2019		D⁽¹⁾⁽³⁾		421,313	D	⁽¹⁾	0	I	Palm Active Dental, LLC
Common Stock	01/14/2019		D⁽¹⁾⁽³⁾		95,548	D	⁽¹⁾	0	I	Palm Active Dental II, LLC
Common Stock	01/14/2019		D⁽¹⁾⁽⁴⁾		2,000⁽⁴⁾	D	⁽¹⁾	0	I	Bradley M. Tirpak
Common Stock	01/14/2019		D⁽¹⁾⁽⁴⁾		2,000⁽⁴⁾	D	⁽¹⁾	0	I	Joshua Horowitz

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Senior Subordinated Secured Loan Notes	$5	01/14/2019		C			$3,153,524⁽⁷⁾⁽⁸⁾	⁽¹⁾⁽²⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽⁵⁾	Common Stock	630,705⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾	$0	0	I	Palm Global Small Cap Master Fund LP
Convertible Senior Subordinated Secured Loan Notes	$5	01/14/2019		C			$2,102,350⁽⁷⁾⁽⁸⁾	⁽¹⁾⁽²⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽⁵⁾	Common Stock	420,470⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾	$0	0	I	Palm Active Dental, LLC
Convertible Senior Subordinated Secured Loan Notes	$5	01/14/2019		C			$476,718⁽⁷⁾⁽⁸⁾	⁽¹⁾⁽²⁾⁽⁵⁾	⁽¹⁾⁽²⁾⁽⁵⁾	Common Stock	95,344⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾	$0	0	I	Palm Active Dental II, LP
Series A Convertible Preferred Stock	⁽⁶⁾	01/14/2019		C			6	⁽¹⁾⁽²⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽⁶⁾	Common Stock	1,264⁽⁶⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	$0	0	I	Palm Global Small Cap Master Fund LP
Series A Convertible Preferred Stock	⁽⁶⁾	01/14/2019		C			4	⁽¹⁾⁽²⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽⁶⁾	Common Stock	843⁽⁶⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	$0	0	I	Palm Active Dental, LLC
Series A Convertible Preferred Stock	⁽⁶⁾	01/14/2019		C			1	⁽¹⁾⁽²⁾⁽⁶⁾	⁽¹⁾⁽²⁾⁽⁶⁾	Common Stock	204⁽⁶⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾	$0	0	I	Palm Active Dental II, LP

1. Name and Address of Reporting Person^*

Palm Management (US) LLC

(Last)

(First)

(Middle)

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Palm Active Dental LLC

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Palm Global Small Cap Master Fund LP

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Palm Active Dental II, LP

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Palm Active Partners Management, LLC

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Palmer Bradley C

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Tirpak Bradley M

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Horowitz Joshua

(Last)

(First)

(Middle)

C/O PALM MANAGEMENT (US) LLC

19 WEST ELM STREET

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Explanation of Responses:

1. On 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").

2. Pursuant 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.

3. Represents shares of Common Stock disposed of in the Merger for the Merger Consideration.

4. Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration.

5. Each 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.

6. Each 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.

7. The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019.

8. Represents the outstanding principal amount of the Notes converted plus PIK interest.

9. Includes dividends required to be paid in kind as additional shares.

10. Represents underlying shares of Common Stock.

	PALM MANAGEMENT (US) LLC, /s/ Joshua Horowitz, Managing Director	01/14/2019
	PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary	01/14/2019
	PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua Horowitz, Director	01/14/2019
	PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director	01/14/2019
	PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director	01/14/2019
	/s/ Bradley C. Palmer	01/14/2019
	/s/ Bradley M. Tirpak	01/14/2019
	/s/ Joshua S. Horowitz	01/14/2019
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Palm Active Dental II Inactive Form 4BIRNER DENTAL MANAGEMENT SERVICES / Bradley C Palmer ownership change