4//SEC Filing
Palm Management (US) LLC 4
Accession 0001144204-19-001607
CIK 0000948072other
Filed
Jan 13, 7:00 PM ET
Accepted
Jan 14, 5:03 PM ET
Size
52.4 KB
Accession
0001144204-19-001607
Insider Transaction Report
Form 4
Palm Management (US) LLC
Director10% Owner
Transactions
- Conversion
Common Stock
2019-01-14$5.00/sh+95,344$476,720→ 95,344 total(indirect: By LLC) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: By LLC)Exercise: $5.00→ Common Stock (420,470 underlying) - Conversion
Common Stock
2019-01-14$5.00/sh+630,705$3,153,525→ 630,705 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−421,313→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−95,548→ 0 total(indirect: By LLC) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Active Dental II, LP)Exercise: $5.00→ Common Stock (95,344 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−4→ 0 total(indirect: By LLC)→ Common Stock (843 underlying) - Conversion
Common Stock
2019-01-14$5.00/sh+420,470$2,102,350→ 420,470 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+1,264→ 631,969 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14+204→ 95,548 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−631,969→ 0 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Global Small Cap Master Fund LP)Exercise: $5.00→ Common Stock (630,705 underlying) - Conversion
Common Stock
2019-01-14+843→ 421,313 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Bradley M. Tirpak) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Joshua Horowitz) - Conversion
Series A Convertible Preferred Stock
2019-01-14−6→ 0 total(indirect: Palm Global Small Cap Master Fund LP)→ Common Stock (1,264 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−1→ 0 total(indirect: Palm Active Dental II, LP)→ Common Stock (204 underlying)
Palm Active Dental LLC
Director10% Owner
Transactions
- Conversion
Common Stock
2019-01-14$5.00/sh+630,705$3,153,525→ 630,705 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14+204→ 95,548 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−631,969→ 0 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−95,548→ 0 total(indirect: By LLC) - Conversion
Series A Convertible Preferred Stock
2019-01-14−1→ 0 total(indirect: Palm Active Dental II, LP)→ Common Stock (204 underlying) - Conversion
Common Stock
2019-01-14+1,264→ 631,969 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−421,313→ 0 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14$5.00/sh+420,470$2,102,350→ 420,470 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+843→ 421,313 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Bradley M. Tirpak) - Conversion
Series A Convertible Preferred Stock
2019-01-14−6→ 0 total(indirect: Palm Global Small Cap Master Fund LP)→ Common Stock (1,264 underlying) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Active Dental II, LP)Exercise: $5.00→ Common Stock (95,344 underlying) - Conversion
Common Stock
2019-01-14$5.00/sh+95,344$476,720→ 95,344 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Joshua Horowitz) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Global Small Cap Master Fund LP)Exercise: $5.00→ Common Stock (630,705 underlying) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: By LLC)Exercise: $5.00→ Common Stock (420,470 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−4→ 0 total(indirect: By LLC)→ Common Stock (843 underlying)
Palm Global Small Cap Master Fund LP
Director10% Owner
Transactions
- Conversion
Series A Convertible Preferred Stock
2019-01-14−6→ 0 total(indirect: Palm Global Small Cap Master Fund LP)→ Common Stock (1,264 underlying) - Disposition to Issuer
Common Stock
2019-01-14−421,313→ 0 total(indirect: By LLC) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: By LLC)Exercise: $5.00→ Common Stock (420,470 underlying) - Conversion
Common Stock
2019-01-14$5.00/sh+420,470$2,102,350→ 420,470 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+1,264→ 631,969 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−631,969→ 0 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−95,548→ 0 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14$5.00/sh+95,344$476,720→ 95,344 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Joshua Horowitz) - Conversion
Common Stock
2019-01-14+843→ 421,313 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Bradley M. Tirpak) - Conversion
Common Stock
2019-01-14$5.00/sh+630,705$3,153,525→ 630,705 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14+204→ 95,548 total(indirect: By LLC) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Global Small Cap Master Fund LP)Exercise: $5.00→ Common Stock (630,705 underlying) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Active Dental II, LP)Exercise: $5.00→ Common Stock (95,344 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−4→ 0 total(indirect: By LLC)→ Common Stock (843 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−1→ 0 total(indirect: Palm Active Dental II, LP)→ Common Stock (204 underlying)
Palm Active Dental II, LP
Director10% Owner
Transactions
- Conversion
Common Stock
2019-01-14$5.00/sh+630,705$3,153,525→ 630,705 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14$5.00/sh+420,470$2,102,350→ 420,470 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14$5.00/sh+95,344$476,720→ 95,344 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+843→ 421,313 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+204→ 95,548 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Joshua Horowitz) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Global Small Cap Master Fund LP)Exercise: $5.00→ Common Stock (630,705 underlying) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: By LLC)Exercise: $5.00→ Common Stock (420,470 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−6→ 0 total(indirect: Palm Global Small Cap Master Fund LP)→ Common Stock (1,264 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−1→ 0 total(indirect: Palm Active Dental II, LP)→ Common Stock (204 underlying) - Conversion
Common Stock
2019-01-14+1,264→ 631,969 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−631,969→ 0 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−421,313→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−95,548→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Bradley M. Tirpak) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Active Dental II, LP)Exercise: $5.00→ Common Stock (95,344 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−4→ 0 total(indirect: By LLC)→ Common Stock (843 underlying)
Palmer Bradley C
10% Owner
Transactions
- Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: By LLC)Exercise: $5.00→ Common Stock (420,470 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−4→ 0 total(indirect: By LLC)→ Common Stock (843 underlying) - Conversion
Common Stock
2019-01-14+1,264→ 631,969 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14+843→ 421,313 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−421,313→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Bradley M. Tirpak) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Global Small Cap Master Fund LP)Exercise: $5.00→ Common Stock (630,705 underlying) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Active Dental II, LP)Exercise: $5.00→ Common Stock (95,344 underlying) - Conversion
Common Stock
2019-01-14$5.00/sh+630,705$3,153,525→ 630,705 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14$5.00/sh+420,470$2,102,350→ 420,470 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+204→ 95,548 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−631,969→ 0 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−95,548→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Joshua Horowitz) - Conversion
Series A Convertible Preferred Stock
2019-01-14−6→ 0 total(indirect: Palm Global Small Cap Master Fund LP)→ Common Stock (1,264 underlying) - Conversion
Common Stock
2019-01-14$5.00/sh+95,344$476,720→ 95,344 total(indirect: By LLC) - Conversion
Series A Convertible Preferred Stock
2019-01-14−1→ 0 total(indirect: Palm Active Dental II, LP)→ Common Stock (204 underlying)
Tirpak Bradley M
Director
Transactions
- Disposition to Issuer
Common Stock
2019-01-14−95,548→ 0 total(indirect: By LLC) - Conversion
Series A Convertible Preferred Stock
2019-01-14−1→ 0 total(indirect: Palm Active Dental II, LP)→ Common Stock (204 underlying) - Disposition to Issuer
Common Stock
2019-01-14−421,313→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Bradley M. Tirpak) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Global Small Cap Master Fund LP)Exercise: $5.00→ Common Stock (630,705 underlying) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: By LLC)Exercise: $5.00→ Common Stock (420,470 underlying) - Conversion
Common Stock
2019-01-14$5.00/sh+630,705$3,153,525→ 630,705 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14$5.00/sh+95,344$476,720→ 95,344 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Joshua Horowitz) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Active Dental II, LP)Exercise: $5.00→ Common Stock (95,344 underlying) - Conversion
Common Stock
2019-01-14+1,264→ 631,969 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Series A Convertible Preferred Stock
2019-01-14−4→ 0 total(indirect: By LLC)→ Common Stock (843 underlying) - Conversion
Common Stock
2019-01-14$5.00/sh+420,470$2,102,350→ 420,470 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+843→ 421,313 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+204→ 95,548 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−631,969→ 0 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Series A Convertible Preferred Stock
2019-01-14−6→ 0 total(indirect: Palm Global Small Cap Master Fund LP)→ Common Stock (1,264 underlying)
Horowitz Joshua
Director10% Owner
Transactions
- Conversion
Common Stock
2019-01-14$5.00/sh+630,705$3,153,525→ 630,705 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14$5.00/sh+420,470$2,102,350→ 420,470 total(indirect: By LLC) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Global Small Cap Master Fund LP)Exercise: $5.00→ Common Stock (630,705 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−6→ 0 total(indirect: Palm Global Small Cap Master Fund LP)→ Common Stock (1,264 underlying) - Disposition to Issuer
Common Stock
2019-01-14−421,313→ 0 total(indirect: By LLC) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: By LLC)Exercise: $5.00→ Common Stock (420,470 underlying) - Conversion
Common Stock
2019-01-14+843→ 421,313 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−631,969→ 0 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−95,548→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Bradley M. Tirpak) - Conversion
Series A Convertible Preferred Stock
2019-01-14−4→ 0 total(indirect: By LLC)→ Common Stock (843 underlying) - Conversion
Common Stock
2019-01-14$5.00/sh+95,344$476,720→ 95,344 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+1,264→ 631,969 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14+204→ 95,548 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Joshua Horowitz) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Active Dental II, LP)Exercise: $5.00→ Common Stock (95,344 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−1→ 0 total(indirect: Palm Active Dental II, LP)→ Common Stock (204 underlying)
Palm Active Partners Management, LLC
Director10% Owner
Transactions
- Conversion
Common Stock
2019-01-14$5.00/sh+95,344$476,720→ 95,344 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+843→ 421,313 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+204→ 95,548 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−631,969→ 0 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Global Small Cap Master Fund LP)Exercise: $5.00→ Common Stock (630,705 underlying) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: By LLC)Exercise: $5.00→ Common Stock (420,470 underlying) - Conversion
Convertible Senior Subordinated Secured Loan Notes
2019-01-14→ 0 total(indirect: Palm Active Dental II, LP)Exercise: $5.00→ Common Stock (95,344 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−6→ 0 total(indirect: Palm Global Small Cap Master Fund LP)→ Common Stock (1,264 underlying) - Conversion
Series A Convertible Preferred Stock
2019-01-14−4→ 0 total(indirect: By LLC)→ Common Stock (843 underlying) - Disposition to Issuer
Common Stock
2019-01-14−95,548→ 0 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14$5.00/sh+630,705$3,153,525→ 630,705 total(indirect: Palm Global Small Cap Master Fund LP) - Conversion
Common Stock
2019-01-14$5.00/sh+420,470$2,102,350→ 420,470 total(indirect: By LLC) - Conversion
Common Stock
2019-01-14+1,264→ 631,969 total(indirect: Palm Global Small Cap Master Fund LP) - Disposition to Issuer
Common Stock
2019-01-14−421,313→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Bradley M. Tirpak) - Disposition to Issuer
Common Stock
2019-01-14−2,000→ 0 total(indirect: Joshua Horowitz) - Conversion
Series A Convertible Preferred Stock
2019-01-14−1→ 0 total(indirect: Palm Active Dental II, LP)→ Common Stock (204 underlying)
Footnotes (10)
- [F1]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").
- [F10]Represents underlying shares of Common Stock.
- [F2]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.
- [F3]Represents shares of Common Stock disposed of in the Merger for the Merger Consideration.
- [F4]Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration.
- [F5]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.
- [F6]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.
- [F7]The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019.
- [F8]Represents the outstanding principal amount of the Notes converted plus PIK interest.
- [F9]Includes dividends required to be paid in kind as additional shares.
Documents
Issuer
BIRNER DENTAL MANAGEMENT SERVICES INC
CIK 0000948072
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001726497
Filing Metadata
- Form type
- 4
- Filed
- Jan 13, 7:00 PM ET
- Accepted
- Jan 14, 5:03 PM ET
- Size
- 52.4 KB