Filing Details

 

1	NAME OF REPORTING PERSON
	MARK A. BIRNER, DDS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			388,9561
		8	SHARED VOTING POWER
			579,023
		9	SOLE DISPOSITIVE POWER
			388,9561
		10	SHARED DISPOSITIVE POWER
			579,023
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	579,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.1%
14	TYPE OF REPORTING PERSON
	IN

¹ Mr. Birner personally owns 388,956 shares of which he has sole voting power, except that such shares are subject to a voting agreement with respect to a potential merger or acquisition of Birner Dental Management Services, Inc.  Such shares are also subject to restrictions on transfer.  See Item #6 of this Schedule 13D for further information.

 

 

 

 

1	NAME OF REPORTING PERSON
	LEE SCHLESSMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			104,0261
		8	SHARED VOTING POWER
			474,997
		9	SOLE DISPOSITIVE POWER
			104,0261
		10	SHARED DISPOSITIVE POWER
			474,997
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	579,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.1%
14	TYPE OF REPORTING PERSON
	IN

 

 

¹ Mr. Schlessman owns 104,026 shares of which he has sole voting power, except that such shares are subject to a voting agreement with respect to a potential merger or acquisition of Birner Dental Management Services, Inc.  Such shares are also subject to restrictions on transfer.  See Item #6 of this Schedule 13D for further information.

 

 

 

 

1	NAME OF REPORTING PERSON
	ELIZABETH GENTY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☑
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			86,0411
		8	SHARED VOTING POWER
			492,982
		9	SOLE DISPOSITIVE POWER
			86,0411
		10	SHARED DISPOSITIVE POWER
			492,982
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	579,023
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	31.1%
14	TYPE OF REPORTING PERSON
	IN

 

¹ Ms. Genty owns 86,041 shares of which she has sole voting power, except that such shares are subject to a voting agreement with respect to a potential merger or acquisition of Birner Dental Management Services, Inc.  Such shares are also subject to restrictions on transfer.  See Item #6 of this Schedule 13D for further information.

 

 

 

Item 1.

Security and Issuer.

Item 2.

Identity and Background.

Item 3.

Source and Amount of Funds or Other Consideration.

 

 

 

 

Item 5 is hereby amended and restated to read as follows:

 

The Reporting Persons reserve the right from time to time to formulate plans and proposals regarding the Company or any of its securities, and to carry out any of the actions or transactions in connection therewith. The Reporting Persons may in the future acquire additional Common Stock or other securities of the Company in the open market, in privately negotiated purchases or otherwise and may also, depending on the current circumstances, dispose of all or a portion of the Common Stock beneficially owned by them in one or more transactions.

Subject to the Voting Agreement, the Reporting Persons, individually or acting together, may in the future exercise any and all of rights they may have as shareholders of the Company in a manner consistent with their equity interests in the Company. Depending on various factors including, without limitation, the Company's financial position, results of operations and cash flows, Common Stock prices, conditions in the securities markets, whether any offer has been made by a third party to acquire the Company or the outstanding shares of Common Stock, the terms and conditions of any offer that is made by a third party to acquire the Company or the outstanding shares of Common Stock, general economic and industry conditions and any other factors identified and deemed pertinent by the Reporting Persons, the Reporting Persons, individually or acting together, in the future take such actions with respect to the Company and the shares of Common Stock they or any of them hold as any or all of them deems appropriate, including, without limitation, one or more of the following: (i) engaging in, and continuing to engage in, communications and discussions with, and making recommendations, suggestions and proposals to, management of the Company and one or more members of the Board, shareholders of the Company and other interested parties, including potential acquirers of the Company, including seeking to change control and management of the Company, in each case, directly or through representatives, whether by press release, letter or other oral, written or electronic communication, in person or otherwise, regarding (1) the value of the Company's securities and ways to increase shareholder value for the shareholders of the Company, (2) the Company's business, management, operational performance, operations, assets, indebtedness and other liabilities (including the terms thereof and the security therefor, if any), cash flows, capitalization, executive compensation, change-in-control agreements, other corporate governance provisions and practices of the Company and its management that are to the detriment of shareholders of the Company who are not insiders of the Company, financial condition, results of operations, financial performance, ownership structure, corporate governance, Board structure and composition, strategy and future plans and suggestions for changes and improvements thereto, (3) liquidation of the Company's assets or one or more properties included in those assets with a distribution of the proceeds of the sale of those assets to the Company's shareholders and (4) such other matters as any or all of the Reporting Persons may determine; (ii) purchasing additional shares of Common Stock, selling shares of Common Stock, engaging in short selling of or any hedging or similar transaction with respect to shares of Common Stock; (iii) soliciting proxies from shareholders of the Company for voting at meetings of the shareholders of the Company as the Reporting Persons or a Reporting Person may deem appropriate on other items of business to come before the shareholders of the Company at a meeting of the shareholders; (iv) discussing with one or more interested persons the possibility of making an offer to acquire the Company in an extraordinary transaction, including by means of a merger, and the terms of any offer that might be made; (v) seeking to obtain from one or more interested person an offer or offers to acquire the Company in an extraordinary transaction, including by means of a merger; (vi) seeking to effect or cause to occur or to have the Company engage in or cause to occur with respect to the Company one or more of the actions, events and occurrences set forth in paragraphs (a) through (j) of Item 4 of this 13D.

As reported in previous filings in this Schedule 13D, the Reporting Persons have sent various letters to the Company's Board of Directors, which are attached hereto as Exhibit 4 and incorporated herein by reference.

The Reporting Persons have entered into a joint filing agreement dated May 11, 2016, with respect to the filing of this Schedule 13D with the Securities and Exchange Commission, which is incorporated herein by reference.

On May 11, 2016, the Reporting Persons entered into the Joint Filing Agreement which governs, among other matters, the joint filing of Schedule 13D for such parties in connection with seeking the solicitation of proxies from shareholders of the Company and the coordination and oversight of communications by one or more of the Reporting Persons with the Company and other persons relating to that goal. A copy of the Joint Filing Agreement is furnished herewith as Exhibit 99.1 and incorporated by reference in this Item 6.

 

 

Item 6 is hereby amended by adding the following to the end of the Item:

On August 11, 2016, each of the Reporting Persons entered into a Voting Agreement ("Voting Agreement") with Blackford Dental Management Holdings, LLC, a Delaware limited liability company ("Blackford"), substantially in the form attached hereto as Exhibit 3 in respect of their shares of Commons Stock of the Company reported in this Schedule 13D. The following description of the Voting Agreement is qualified in its entirety to a copy of which is attached as Exhibit 3 to this Schedule 13D.

The Voting Agreement provides that Blackford has expressed an interest in acquiring the Company through a merger or other transaction with a per share price of between $23.00 and $25.30 (a "Transaction") and each of the Reporting Persons agreed as follows:

1. At any meeting of the stockholders of the Company called for approval of a proposed Transaction, (i) each of the Reporting Persons will vote all of his or her shares of Company Common Stock in favor of the proposed Transaction; (ii) each Reporting Person will vote all of his or her shares of Company Common Stock against approval of any proposal made in opposition to, or in competition with, consummation of a transaction with any third party, as long as such proposal is at a per share price lower or equal to the per share price than the then existing per share price agreed by Blackford as part of the Transaction; and (iii) each Reporting Person will vote all of his or her shares of Company Common Stock against (a) any merger, consolidation, business combination, sale of assets, or reorganization of the Company, or (b) any other action, any of which is intended, or could reasonably be expected to, impede, interfere with, discourage or adversely affect the Transaction as long as such proposal is at a per share price lower or equal to the per share price agreed by Blackford as part of the Transaction.  Further, in no event will any of the Reporting Persons be required to take any of the foregoing actions in the event that at any time during pendency of a Transaction, there shall be an alternative proposal to the Transaction that is a per share price of at least greater than the then existing per share price in the Transaction unless such third-party offer is matched in all substantive respects by Blackford within five business days after such Reporting Person provides notice of such offer to Blackford.

2. Each of the Reporting Persons agrees not to directly or indirectly sell, transfer, assign, pledge or otherwise dispose of any of their shares of Common Stock in the Company, or enter into any other voting arrangements with respect to such shares.

Each Reporting Person represented and warranted in the Voting Agreement that each had the necessary power and authority to execute and deliver the Voting Agreement and perform such obligations thereunder.

The Voting Agreement will terminate upon the later of (a) the consummation of the Transaction, (b) August 11, 2017, or (c) upon written notification by Blackford to such Reporting Person that Blackford has decided not to pursue further the Transaction.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:   August 26, 2016

Mark A. Birner, DDS

Lee Schlessman

Elizabeth Genty

*Mark A. Birner, DDS as Attorney in-Fact