Edgar Filing: Palm Management (US) LLC

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)
01/14/2019

(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	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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

01/14/2019

$ 3,153,524 ⁽⁷⁾ ⁽⁸⁾

⁽¹⁾⁽²⁾⁽⁵⁾

Common Stock

630,705 ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾

$ 0

Palm Global Small Cap Master Fund LP

Convertible Senior Subordinated Secured Loan Notes

$ 5

01/14/2019

$ 2,102,350 ⁽⁷⁾ ⁽⁸⁾

⁽¹⁾⁽²⁾⁽⁵⁾

Common Stock

420,470 ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾

$ 0

Palm Active Dental, LLC

Convertible Senior Subordinated Secured Loan Notes

$ 5

01/14/2019

$ 476,718 ⁽⁷⁾ ⁽⁸⁾

⁽¹⁾⁽²⁾⁽⁵⁾

Common Stock

95,344 ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾

$ 0

Palm Active Dental II, LP

Series A Convertible Preferred Stock

⁽⁶⁾

01/14/2019

⁽¹⁾⁽²⁾⁽⁶⁾

Common Stock

1,264 ⁽⁶⁾ ⁽⁷⁾ ⁽⁹⁾ ⁽¹⁰⁾

$ 0

Palm Global Small Cap Master Fund LP

Series A Convertible Preferred Stock

⁽⁶⁾

01/14/2019

⁽¹⁾⁽²⁾⁽⁶⁾

Common Stock

843 ⁽⁶⁾ ⁽⁷⁾ ⁽⁹⁾ ⁽¹⁰⁾

$ 0

Palm Active Dental, LLC

Series A Convertible Preferred Stock

⁽⁶⁾

01/14/2019

⁽¹⁾⁽²⁾⁽⁶⁾

Common Stock

204 ⁽⁶⁾ ⁽⁷⁾ ⁽⁹⁾ ⁽¹⁰⁾

$ 0

Palm Active Dental II, LP

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		01/14/2019
^**Signature of Reporting Person		Date
PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary		01/14/2019
^**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		01/14/2019
^**Signature of Reporting Person		Date
PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director		01/14/2019
^**Signature of Reporting Person		Date
PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director		01/14/2019
^**Signature of Reporting Person		Date
/s/ Bradley C. Palmer		01/14/2019
^**Signature of Reporting Person		Date
/s/ Bradley M. Tirpak		01/14/2019
^**Signature of Reporting Person		Date
/s/ Joshua S. Horowitz		01/14/2019
^**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)	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.

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