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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Senior Subordinated Secured Loan Notes | $ 5 | 09/01/2018 | J(10) | $ 1,497,000 | (2) | (3) | Common Stock | 299,400 | (10) | $ 3,038,212 (2) (4) (6) (7) (8) (9) | I | Palm Global Small Cap Master Fund LP | |||
Convertible Senior Subordinated Secured Loan Notes | $ 5 | 09/01/2018 | J(10) | $ 1,497,000 | (2) | (3) | Common Stock | 299,400 | (10) | $ 2,099,161 (2) (4) (6) (7) (8) (9) | I | Palm Active Dental, LLC | |||
Series A Convertible Preferred Stock | (4) | 09/01/2018 | J(10) | 3 | (2) | (5) | Common Stock | 600 | (10) | 6 (2) (4) (6) (7) (8) (9) | I | Palm Global Small Cap Master Fund LP | |||
Series A Convertible Preferred Stock | (4) | 09/01/2018 | J(10) | 3 | (2) | (5) | Common Stock | 600 | (10) | 4 (2) (4) (6) (7) (8) (9) | I | Palm Active Dental, LLC | |||
Convertible Senior Subordinated Secured Loan Notes | $ 5 | (2) | (3) | Common Stock | 93,400 | $ 467,000 (2) (4) (6) (7) (8) | I | Palm Active Dental II, LP | |||||||
Series A Convertible Preferred Stock | (4) | (2) | (5) | Common Stock | 200 | 1 (2) (4) (6) (7) (8) | I | Palm Active Dental II, LP |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Palm Management (US) LLC 19 WEST ELM STREET GREENWICH, CT 06830 |
X | X | ||
Palm Active Dental LLC C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT 06830 |
X | X | ||
Palm Global Small Cap Master Fund LP C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT 06830 |
X | X | ||
Palm Active Dental II, LP C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT 06830 |
X | X | ||
Palm Active Partners Management, LLC C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT 06830 |
X | X | ||
Palmer Bradley C C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT 06830 |
X | |||
Tirpak Bradley M C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT 06830 |
X | X | ||
Horowitz Joshua C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT 06830 |
X | X |
PALM MANAGEMENT (US) LLC, /s/ Joshua Horowitz, Managing Director | 09/04/2018 | |
**Signature of Reporting Person | Date | |
PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary | 09/04/2018 | |
**Signature of Reporting Person | Date | |
PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua Horowitz, Director | 09/04/2018 | |
**Signature of Reporting Person | Date | |
PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director | 09/04/2018 | |
**Signature of Reporting Person | Date | |
PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director | 09/04/2018 | |
**Signature of Reporting Person | Date | |
/s/ Bradley C. Palmer | 09/04/2018 | |
**Signature of Reporting Person | Date | |
/s/ Bradley M. Tirpak | 09/04/2018 | |
**Signature of Reporting Person | Date | |
/s/ Joshua S. Horowitz | 09/04/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | Restricted stock that vests in two equal installments on June 20, 2019 and June 20, 2020. |
(2) | 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. |
(3) | The maturity date for the Notes is September 30, 2023. |
(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) | Shares of Series A Preferred may be redeemed at any time at the option of the holder beginning on the sixth anniversary date of December 28, 2017. |
(6) | 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 1,093,600 shares of Common Stock, which represent approximately 36.8% of the Company's outstanding shares of Common Stock (assuming the conversion of the securities) (not including restricted stock held by Messrs. Horowitz and Tirpak, who serve as directors of the Company, received as director compensation). |
(7) | 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"), Palm Active Dental, LLC ("PAD") and Palm Active Dental II, LP ("PAD II"). 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 their positions with the Fund and Palm Management (US) LLC, Messrs. Horowitz and Tirpak may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by the Fund. Messrs. Horowitz and Tirpak disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest therein. |
(8) | Palm Active Partners Management, LLC, as the investment manager of PAD and PAD II, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by PAD and PAD II. Due to their positions as managing directors of Palm Active Partners Management, LLC, Messrs. Horowitz, Palmer and Tirpak may be deemed to be beneficial owners of the shares of Common Stock disclosed as directly owned by PAD and PAD II. Messrs. Horowitz, Palmer and Tirpak disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest therein. |
(9) | The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred is $147,669 through July 31, 2018. The principal amounts of the Notes in Column 9 of Table II include such PIK interest. |
(10) | Represents the contribution by PAD to the Fund of $1,497,000 in principal amount of the Notes and three shares of Series A Preferred in exchange for limited partnership interests in the Fund with a value equal to $1,500,000. |