person · Reporting owner
Palm Active Partners Management, LLC
Disclosed activity across 1 company
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Latest disclosed role at each company.
No relationships currently tracked through insider filings.
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
No balances currently tracked through insider filings.
Past disclosures · reporting ended (1)
No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.
BIRNER DENTAL MANAGEMENT SERVICES INC
Report date January 14, 2019 · Filed January 14, 2019
Jointly reported with Palm Management (US) LLC, Palm Active Dental LLC, Palm Global Small Cap Master Fund LP, Palm Active Dental II, LP, Palmer Bradley C, Tirpak Bradley M, Horowitz Joshua
Section 16 reporting ended · disclosed 2019-01-14. Current position is not established by this disclosure.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectPalm Global Small Cap Master Fund LP | 630,705 |
Reported balance
After 2019-01-14 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2019-01-14 · Conversion · Acquired 630,705 · Balance 630,705 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"). 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. 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. |
| Common StockSEC Table I · non-derivative | IndirectPalm Global Small Cap Master Fund LP | 631,969 |
Reported balance
After 2019-01-14 transaction · row 4
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 4 · 2019-01-14 · Conversion · Acquired 1,264 · Balance 631,969 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"). 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. 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. |
| Common StockSEC Table I · non-derivative | IndirectPalm Global Small Cap Master Fund LP | 0 |
Reported balance
After 2019-01-14 transaction · row 7
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 7 · 2019-01-14 · Disposition to issuer · Disposed 631,969 · Balance 0 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"). F3: Represents shares of Common Stock disposed of in the Merger for the Merger Consideration. |
| Common StockSEC Table I · non-derivative | IndirectPalm Active Dental, LLC | 420,470 |
Reported balance
After 2019-01-14 transaction · row 2
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 2 · 2019-01-14 · Conversion · Acquired 420,470 · Balance 420,470 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"). 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. 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. |
| Common StockSEC Table I · non-derivative | IndirectPalm Active Dental, LLC | 421,313 |
Reported balance
After 2019-01-14 transaction · row 5
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 5 · 2019-01-14 · Conversion · Acquired 843 · Balance 421,313 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"). 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. 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. |
| Common StockSEC Table I · non-derivative | IndirectPalm Active Dental, LLC | 0 |
Reported balance
After 2019-01-14 transaction · row 8
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 8 · 2019-01-14 · Disposition to issuer · Disposed 421,313 · Balance 0 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"). F3: Represents shares of Common Stock disposed of in the Merger for the Merger Consideration. |
| Common StockSEC Table I · non-derivative | IndirectPalm Active Dental II, LLC | 95,344 |
Reported balance
After 2019-01-14 transaction · row 3
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 3 · 2019-01-14 · Conversion · Acquired 95,344 · Balance 95,344 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"). 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. 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. |
| Common StockSEC Table I · non-derivative | IndirectPalm Active Dental II, LLC | 95,548 |
Reported balance
After 2019-01-14 transaction · row 6
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 6 · 2019-01-14 · Conversion · Acquired 204 · Balance 95,548 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"). 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. 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. |
| Common StockSEC Table I · non-derivative | IndirectPalm Active Dental II, LLC | 0 |
Reported balance
After 2019-01-14 transaction · row 9
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 9 · 2019-01-14 · Disposition to issuer · Disposed 95,548 · Balance 0 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"). F3: Represents shares of Common Stock disposed of in the Merger for the Merger Consideration. |
| Common StockSEC Table I · non-derivative | IndirectBradley M. Tirpak | 0 |
Reported balance
After 2019-01-14 transaction · row 10
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 10 · 2019-01-14 · Disposition to issuer · Disposed 2,000 · Balance 0 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"). F4: Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration. |
| Common StockSEC Table I · non-derivative | IndirectJoshua Horowitz | 0 |
Reported balance
After 2019-01-14 transaction · row 11
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 11 · 2019-01-14 · Disposition to issuer · Disposed 2,000 · Balance 0 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"). F4: Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration. |
| Convertible Senior Subordinated Secured Loan NotesSEC Table II · derivative / convertible security · Conversion / exercise price $5.00 | IndirectPalm Global Small Cap Master Fund LP | 0 |
Reported balance
After 2019-01-14 transaction · row 12
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 12 · 2019-01-14 · Conversion · Disposed Not disclosed · Balance 0 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. 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"). 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. 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. F10: Represents underlying shares of Common Stock. |
| Convertible Senior Subordinated Secured Loan NotesSEC Table II · derivative / convertible security · Conversion / exercise price $5.00 | IndirectPalm Active Dental, LLC | 0 |
Reported balance
After 2019-01-14 transaction · row 13
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 13 · 2019-01-14 · Conversion · Disposed Not disclosed · Balance 0 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. 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"). 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. 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. F10: Represents underlying shares of Common Stock. |
| Convertible Senior Subordinated Secured Loan NotesSEC Table II · derivative / convertible security · Conversion / exercise price $5.00 | IndirectPalm Active Dental II, LP | 0 |
Reported balance
After 2019-01-14 transaction · row 14
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 14 · 2019-01-14 · Conversion · Disposed Not disclosed · Balance 0 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. 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"). 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. 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. F10: Represents underlying shares of Common Stock. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security | IndirectPalm Global Small Cap Master Fund LP | 0 |
Reported balance
After 2019-01-14 transaction · row 15
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 15 · 2019-01-14 · Conversion · Disposed 6 · Balance 0 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. 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"). 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. F7: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F9: Includes dividends required to be paid in kind as additional shares. F10: Represents underlying shares of Common Stock. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security | IndirectPalm Active Dental, LLC | 0 |
Reported balance
After 2019-01-14 transaction · row 16
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 16 · 2019-01-14 · Conversion · Disposed 4 · Balance 0 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. 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"). 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. F7: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F9: Includes dividends required to be paid in kind as additional shares. F10: Represents underlying shares of Common Stock. |
| Series A Convertible Preferred StockSEC Table II · derivative / convertible security | IndirectPalm Active Dental II, LP | 0 |
Reported balance
After 2019-01-14 transaction · row 17
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 17 · 2019-01-14 · Conversion · Disposed 1 · Balance 0 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. 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"). 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. F7: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F9: Includes dividends required to be paid in kind as additional shares. F10: Represents underlying shares of Common Stock. |
Filing footnotes · ownership attribution and instrument terms
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").
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.
F10: Represents underlying shares of Common Stock.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionSeries A Convertible Preferred Stock · Derivative | 1 | $0.00 | $0.00 |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · derivative · entry 17 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental II, LP Disclosed balance after: 0 Underlying: Common Stock · 204 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F6 · derivative.exercise_price: 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. F1 · derivative.exercise_date: 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"). F2 · derivative.exercise_date: 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. F6 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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"). F2 · derivative.expiration_date: 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. F6 · derivative.expiration_date: 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. F6 · derivative.underlying_shares: 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 · derivative.underlying_shares: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F9 · derivative.underlying_shares: Includes dividends required to be paid in kind as additional shares. F10 · derivative.underlying_shares: Represents underlying shares of Common Stock. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionSeries A Convertible Preferred Stock · Derivative | 4 | $0.00 | $0.00 |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · derivative · entry 16 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental, LLC Disclosed balance after: 0 Underlying: Common Stock · 843 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F6 · derivative.exercise_price: 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. F1 · derivative.exercise_date: 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"). F2 · derivative.exercise_date: 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. F6 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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"). F2 · derivative.expiration_date: 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. F6 · derivative.expiration_date: 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. F6 · derivative.underlying_shares: 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 · derivative.underlying_shares: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F9 · derivative.underlying_shares: Includes dividends required to be paid in kind as additional shares. F10 · derivative.underlying_shares: Represents underlying shares of Common Stock. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionSeries A Convertible Preferred Stock · Derivative | 6 | $0.00 | $0.00 |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · derivative · entry 15 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Global Small Cap Master Fund LP Disclosed balance after: 0 Underlying: Common Stock · 1,264 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F6 · derivative.exercise_price: 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. F1 · derivative.exercise_date: 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"). F2 · derivative.exercise_date: 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. F6 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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"). F2 · derivative.expiration_date: 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. F6 · derivative.expiration_date: 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. F6 · derivative.underlying_shares: 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 · derivative.underlying_shares: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F9 · derivative.underlying_shares: Includes dividends required to be paid in kind as additional shares. F10 · derivative.underlying_shares: Represents underlying shares of Common Stock. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionConvertible Senior Subordinated Secured Loan Notes · Derivative | Not disclosed | $0.00 Strike: $5.00 | $476,718.00 |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · derivative · entry 14 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental II, LP Disclosed balance after: 0 Underlying: Common Stock · 95,344 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F7 · reported_value: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F8 · reported_value: Represents the outstanding principal amount of the Notes converted plus PIK interest. F1 · derivative.exercise_date: 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"). F2 · derivative.exercise_date: 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. F5 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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"). F2 · derivative.expiration_date: 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. F5 · derivative.expiration_date: 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. F5 · derivative.underlying_shares: 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 · derivative.underlying_shares: 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 · derivative.underlying_shares: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F8 · derivative.underlying_shares: Represents the outstanding principal amount of the Notes converted plus PIK interest. F10 · derivative.underlying_shares: Represents underlying shares of Common Stock. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionConvertible Senior Subordinated Secured Loan Notes · Derivative | Not disclosed | $0.00 Strike: $5.00 | $2,102,350.00 |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · derivative · entry 13 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental, LLC Disclosed balance after: 0 Underlying: Common Stock · 420,470 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F7 · reported_value: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F8 · reported_value: Represents the outstanding principal amount of the Notes converted plus PIK interest. F1 · derivative.exercise_date: 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"). F2 · derivative.exercise_date: 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. F5 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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"). F2 · derivative.expiration_date: 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. F5 · derivative.expiration_date: 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. F5 · derivative.underlying_shares: 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 · derivative.underlying_shares: 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 · derivative.underlying_shares: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F8 · derivative.underlying_shares: Represents the outstanding principal amount of the Notes converted plus PIK interest. F10 · derivative.underlying_shares: Represents underlying shares of Common Stock. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionConvertible Senior Subordinated Secured Loan Notes · Derivative | Not disclosed | $0.00 Strike: $5.00 | $3,153,524.00 |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · derivative · entry 12 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Global Small Cap Master Fund LP Disclosed balance after: 0 Underlying: Common Stock · 630,705 shares Expires not disclosed Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F7 · reported_value: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F8 · reported_value: Represents the outstanding principal amount of the Notes converted plus PIK interest. F1 · derivative.exercise_date: 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"). F2 · derivative.exercise_date: 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. F5 · derivative.exercise_date: 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. F1 · derivative.expiration_date: 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"). F2 · derivative.expiration_date: 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. F5 · derivative.expiration_date: 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. F5 · derivative.underlying_shares: 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 · derivative.underlying_shares: 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 · derivative.underlying_shares: The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. F8 · derivative.underlying_shares: Represents the outstanding principal amount of the Notes converted plus PIK interest. F10 · derivative.underlying_shares: Represents underlying shares of Common Stock. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | Disposition to issuerCommon Stock | 2,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 11 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Joshua Horowitz Disclosed balance after: 0 F1 · kind: 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"). F4 · kind: Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration. F4 · shares: Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration. F1 · price: 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"). Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | Disposition to issuerCommon Stock | 2,000 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 10 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Bradley M. Tirpak Disclosed balance after: 0 F1 · kind: 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"). F4 · kind: Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration. F4 · shares: Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration. F1 · price: 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"). Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | Disposition to issuerCommon Stock | 95,548 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 9 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental II, LLC Disclosed balance after: 0 F1 · kind: 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"). F3 · kind: Represents shares of Common Stock disposed of in the Merger for the Merger Consideration. F1 · price: 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"). Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | Disposition to issuerCommon Stock | 421,313 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 8 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental, LLC Disclosed balance after: 0 F1 · kind: 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"). F3 · kind: Represents shares of Common Stock disposed of in the Merger for the Merger Consideration. F1 · price: 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"). Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | Disposition to issuerCommon Stock | 631,969 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 7 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Global Small Cap Master Fund LP Disclosed balance after: 0 F1 · kind: 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"). F3 · kind: Represents shares of Common Stock disposed of in the Merger for the Merger Consideration. F1 · price: 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"). Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionCommon Stock | 204 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 6 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental II, LLC Disclosed balance after: 95,548 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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"). F2 · kind: 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. F6 · kind: 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. F6 · price: 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. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionCommon Stock | 843 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 5 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental, LLC Disclosed balance after: 421,313 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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"). F2 · kind: 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. F6 · kind: 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. F6 · price: 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. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionCommon Stock | 1,264 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 4 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Global Small Cap Master Fund LP Disclosed balance after: 631,969 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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"). F2 · kind: 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. F6 · kind: 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. F6 · price: 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. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionCommon Stock | 95,344 | $5.00 | $476,720.00 |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 3 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental II, LLC Disclosed balance after: 95,344 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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"). F2 · kind: 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. F5 · kind: 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 · kind: 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. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionCommon Stock | 420,470 | $5.00 | $2,102,350.00 |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 2 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental, LLC Disclosed balance after: 420,470 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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"). F2 · kind: 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. F5 · kind: 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 · kind: 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. Read SEC document |
| January 14, 2019 Filed Jan 14, 2019 17:03 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | ConversionCommon Stock | 630,705 | $5.00 | $3,153,525.00 |
DisclosureSEC source: 0001144204-19-001607 · tv510924_form4.xml · nonDerivative · entry 1 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Global Small Cap Master Fund LP Disclosed balance after: 630,705 Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event. F1 · kind: 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"). F2 · kind: 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. F5 · kind: 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 · kind: 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. Read SEC document |
| September 01, 2018 Filed Sep 5, 2018 11:06 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | OtherSeries A Convertible Preferred Stock · Derivative | 3 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-18-047997 · tv502164_form4.xml · derivative · entry 6 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental, LLC Disclosed balance after: 4 Underlying: Common Stock · 600 shares Expires not disclosed F4 · derivative.exercise_price: 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. F10 · kind: 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. F10 · price: 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. F2 · derivative.exercise_date: 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. F5 · derivative.expiration_date: 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. F2 · balance_after: 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. F4 · balance_after: 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. F6 · balance_after: 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). F7 · balance_after: 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. F8 · balance_after: 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. F9 · balance_after: 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. Read SEC document |
| September 01, 2018 Filed Sep 5, 2018 11:06 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | OtherSeries A Convertible Preferred Stock · Derivative | 3 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001144204-18-047997 · tv502164_form4.xml · derivative · entry 5 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Global Small Cap Master Fund LP Disclosed balance after: 6 Underlying: Common Stock · 600 shares Expires not disclosed F4 · derivative.exercise_price: 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. F10 · kind: 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. F10 · price: 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. F2 · derivative.exercise_date: 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. F5 · derivative.expiration_date: 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. F2 · balance_after: 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. F4 · balance_after: 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. F6 · balance_after: 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). F7 · balance_after: 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. F8 · balance_after: 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. F9 · balance_after: 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. Read SEC document |
| September 01, 2018 Filed Sep 5, 2018 11:06 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | OtherConvertible Senior Subordinated Secured Loan Notes · Derivative | Not disclosed | Not disclosed Strike: $5.00 | $1,497,000.00 |
DisclosureSEC source: 0001144204-18-047997 · tv502164_form4.xml · derivative · entry 4 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental, LLC Disclosed balance after: Not disclosed Underlying: Common Stock · 299,400 shares Expires not disclosed F10 · kind: 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. F10 · price: 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. F2 · derivative.exercise_date: 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. F3 · derivative.expiration_date: The maturity date for the Notes is September 30, 2023. F2 · valueOwnedAfter: 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. F4 · valueOwnedAfter: 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. F6 · valueOwnedAfter: 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). F7 · valueOwnedAfter: 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. F8 · valueOwnedAfter: 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. F9 · valueOwnedAfter: 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. Read SEC document |
| September 01, 2018 Filed Sep 5, 2018 11:06 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | OtherConvertible Senior Subordinated Secured Loan Notes · Derivative | Not disclosed | Not disclosed Strike: $5.00 | $1,497,000.00 |
DisclosureSEC source: 0001144204-18-047997 · tv502164_form4.xml · derivative · entry 3 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Global Small Cap Master Fund LP Disclosed balance after: Not disclosed Underlying: Common Stock · 299,400 shares Expires not disclosed F10 · kind: 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. F10 · price: 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. F2 · derivative.exercise_date: 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. F3 · derivative.expiration_date: The maturity date for the Notes is September 30, 2023. F2 · valueOwnedAfter: 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. F4 · valueOwnedAfter: 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. F6 · valueOwnedAfter: 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). F7 · valueOwnedAfter: 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. F8 · valueOwnedAfter: 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. F9 · valueOwnedAfter: 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. Read SEC document |
| August 15, 2018 Filed Aug 17, 2018 16:25 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | PurchaseSeries A Convertible Preferred Stock · Derivative | 1 | $1,000.00 | $1,000.00 |
DisclosureSEC source: 0001144204-18-045368 · tv501267_4.xml · derivative · entry 4 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental II, LP Disclosed balance after: 1 Underlying: Common Stock · 200 shares Expires not disclosed F4 · derivative.exercise_price: 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. F2 · derivative.exercise_date: 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. F5 · derivative.expiration_date: 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. F2 · balance_after: 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. F4 · balance_after: 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. F6 · balance_after: 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). F7 · balance_after: 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. F8 · balance_after: 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. Read SEC document |
| August 15, 2018 Filed Aug 17, 2018 16:25 UTC | BIRNER DENTAL MANAGEMENT SERVICES INC BDMS · Entity 161087 | PurchaseConvertible Senior Subordinated Secured Loan Notes · Derivative | Not disclosed | $467,000.00 Strike: $5.00 | $467,000.00 |
DisclosureSEC source: 0001144204-18-045368 · tv501267_4.xml · derivative · entry 3 Palm Management (US) LLC · CIK 0001726497 · Director · 10% owner Palm Active Dental LLC · CIK 0001726515 · Director · 10% owner Palm Global Small Cap Master Fund LP · CIK 0001726444 · Director · 10% owner Palm Active Dental II, LP · CIK 0001750234 · Director · 10% owner Palm Active Partners Management, LLC · CIK 0001750348 · Director · 10% owner Palmer Bradley C · CIK 0001726523 · 10% owner Tirpak Bradley M · CIK 0001484439 · Director · 10% owner Horowitz Joshua · CIK 0001612424 · Director · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Palm Active Dental II, LP Disclosed balance after: Not disclosed Underlying: Common Stock · 93,400 shares Expires not disclosed F2 · derivative.exercise_date: 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. F3 · derivative.expiration_date: The maturity date for the Notes is September 30, 2023. F2 · valueOwnedAfter: 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. F4 · valueOwnedAfter: 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. F6 · valueOwnedAfter: 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). F7 · valueOwnedAfter: 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. F8 · valueOwnedAfter: 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. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.