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 |
| 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 |
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| 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.
| 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 |