Edgar Filing: Palmer Bradley C

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Palm Management (US) LLC

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)

(Last)

(First)

(Middle)

19 WEST ELM STREET,

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2018

(Street)

GREENWICH, CT 06830

4. If Amendment, Date 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

(City)

(State)

(Zip)

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								2,000 ⁽¹⁾	I	Bradley M. Tirpak
Common Stock								2,000 ⁽¹⁾	I	Joshua Horowitz

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Convertible Senior Subordinated Secured Loan Notes

$ 5

08/15/2018

$ 467,000

⁽²⁾

⁽³⁾

Common Stock

93,400

$ 467,000

$ 467,000 ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Palm Active Dental II, LP

Series A Convertible Preferred Stock

⁽⁴⁾

08/15/2018

⁽²⁾

⁽⁵⁾

Common Stock

200

$ 1,000

1 ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾

Palm Active Dental II, LP

Convertible Senior Subordinated Secured Loan Notes

$ 5

⁽²⁾

⁽³⁾

Common Stock

299,400

$ 1,541,212 ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾

Palm Global Small Cap Master Fund LP

Convertible Senior Subordinated Secured Loan Notes

$ 5

⁽²⁾

⁽³⁾

Common Stock

698,600

$ 3,596,161 ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾

Palm Active Dental, LLC

Series A Convertible Preferred Stock

⁽⁴⁾

⁽²⁾

⁽⁵⁾

Common Stock

600

3 ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾

Palm Global Small Cap Master Fund LP

Series A Convertible Preferred Stock

⁽⁴⁾

⁽²⁾

⁽⁵⁾

Common Stock

1,400

7 ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾

Palm Active Dental, LLC

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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

Signatures

PALM MANAGEMENT (US) LLC, /s/ Joshua Horowitz, Managing Director		08/17/2018
^**Signature of Reporting Person		Date
PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary		08/17/2018
^**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		08/17/2018
^**Signature of Reporting Person		Date
PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director		08/17/2018
^**Signature of Reporting Person		Date
PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director		08/17/2018
^**Signature of Reporting Person		Date
/s/ Bradley C. Palmer		08/17/2018
^**Signature of Reporting Person		Date
/s/ Bradley M. Tirpak		08/17/2018
^**Signature of Reporting Person		Date
/s/ Joshua S. Horowitz		08/17/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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.

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