Filing Details

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. )*

DIVERSICARE HEALTHCARE SERVICES, INC.
(Name of Issuer)

Common Stock, par value $0.10
(Title of Class of Securities)

255104101
(CUSIP Number)

Osmium Partners, LLC
300 Drakes Landing Road, Suite 172
Greenbrae, CA 94904
Attention: John H. Lewis
Telephone: (415) 785-4044
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 8, 2017
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

            The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.)

CUSIP No. 255104101

CUSIP No. 255104101

CUSIP No. 255104101

CUSIP No. 255104101

CUSIP No. 255104101

EXPLANATORY NOTE

This Statement on Schedule 13D reflects, that as of September 8, 2017, the Reporting Persons are disclosing their beneficial ownership in Diversicare Healthcare Services, Inc. (Diversicare or the Issuer) on Schedule 13D instead of Schedule 13G. The Reporting Persons previously disclosed their beneficial ownership in the Issuer inn Amendment No. 2 to Schedule 13G as filed with the Securities and Exchange Commission (the SEC) on February 14, 2017.

ITEM 1. Security and Issuer.

The name of the issuer is Diversicare Healthcare Services, Inc. (the Issuer). The principal executive office of the Issuer is located at 1621 Galleria Boulevard, Brentwood, TN 37027-2926.

ITEM 2. Identity and Background.

(a)-(c) and (f) The names of the persons jointly filing this statement on Schedule 13D (the Reporting Persons) are: (1) Osmium Capital, LP, a Delaware limited partnership (Fund I); (2) Osmium Capital II, LP, a Delaware limited partnership (Fund II); (3) Osmium Spartan, LP, a Delaware limited partnership (Fund III, and collectively with Fund I and Fund II, the Funds); (4) Osmium Partners, LLC, a Delaware limited liability company (Osmium Partners); and (5) John H. Lewis, a United States Citizen (Lewis). Osmium Partners serves as the general partner of Fund I, Fund II and Fund III. Mr. Lewis is the controlling member of Osmium Partners.

The principal business of each of Fund I, Fund II and Fund III is that of a private investment vehicle engaged in investing and trading in a wide variety of securities and financial instruments for its own account. The principal business of Osmium Partners is providing investment management services and serving as the general partner of Fund I, Fund II and Fund III. Mr. Lewis principal occupation is serving as the Managing Member of Osmium Partners.

(d)(e) During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration

The source and amount of funds (excluding commissions) used by the Funds in making their purchase of the shares of Common Stock owned by each of them in the aggregate was $5,271,595.33 from working capital.

One or more of the Reporting Persons effect purchases of securities through margin accounts which may extend margin credit to the Reporting Persons as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and brokers credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

ITEM 4. Purpose of Transaction

The Reporting Persons purchased the Common Stock based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations. The purpose of the acquisitions of the Common Stock was for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Consistent with their investment purpose, the Reporting Persons have engaged in communications with the board of directors of the Issuer to urge the board to substantially increase the current dividend payout as the Reporting Persons believe that the Issuers Common Stock is significantly undervalued. In connection with our communications with the board of directors of the Issuer we have issued a press release, dated as of September 8, 2017, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference.

Except as disclosed above, none of the Reporting Persons has any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

ITEM 5. Interest in Securities of the Issuer

(a)	The Reporting Persons beneficially own:

	(i)	Fund I directly owns 356,106 shares of Common Stock representing 5.51% of all of the outstanding shares of Common Stock of the Issuer.
	(ii)	Fund II directly owns 172,993 shares of Common Stock representing 2.68% of all of the outstanding shares of Common Stock of the Issuer.
	(iii)	Fund III directly owns 113,804 shares of Common Stock representing 1.76% of all of the outstanding shares of Common Stock of the Issuer.
	(v)	Osmium Partners, as the general partner of each of the Funds, may be deemed to beneficially own the 642,903 shares of Common Stock held by them, representing 9.95% of all of the outstanding shares of Common Stock of the Issuer.
	(vi)	Mr. Lewis individually owns no shares of Common Stock. Mr. Lewis may also be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Osmium Partners.
	(vii)	Collectively, the Reporting Persons beneficially own 642,903 shares of Common Stock representing 9.95% of all of the outstanding shares of Common Stock of the Issuer.

Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.

The percentages set forth in this response are based on the 6,458,836 shares of Common Stock outstanding as of July 28, 2017, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 as filed with the SEC on August 3, 2017.

(b) Osmium Partners and Mr. Lewis may be deemed to share with Fund I, Fund II and Fund III (and not with any third party) the power to vote or direct the vote of and to dispose or direct the disposition of the 356,106 shares of Common Stock, 172,993 shares of Common Stock and 113,804 shares of Common Stock reported herein, respectively.

(c) The following Reporting Persons engaged in the following transactions with respect to the Issuers Common Stock during the 60 days preceding September 8, 2017 and the 60 days preceding the date of this filing:

Osmium Capital, LP

	Number	Price
	of	per
Transaction Date	Shares	Share	Type of Transaction
7/18/2017	600	9.89	Purchase
7/20/2017	2,000	9.4505	Sale
8/3/2017	300	9.8899	Purchase
8/8/2017	400	9.3977	Purchase
8/8/2017	700	9.45	Sale
8/9/2017	200	9.25	Purchase
8/11/2017	307	8.6954	Purchase
8/15/2017	300	9.1999	Purchase
8/15/2017	2,000	9	Sale
8/17/2017	200	9.0999	Purchase
8/25/2017	200	9.1999	Purchase
8/31/2017	420	9.579	Purchase
9/5/2017	10,000	9.405	Sale

Osmium Capital II, LP

	Number	Price
	of	per	Type of
Transaction Date	Shares	Share	Transaction
7/20/2017	1,372	9.3745	Purchase
7/26/2017	660	9.2143	Sale
8/15/2017	500	9	Sale
8/28/2017	379	9.1945	Purchase
8/31/2017	780	9.579	Purchase

Osmium Spartan, LP

	Number	Price
	of	per	Type of
Transaction Date	Shares	Share	Transaction
7/14/2017	1,000	9.95	Sale
7/28/2017	1,757	9.4467	Purchase
8/4/2017	200	9.4999	Purchase
8/22/2017	500	9.07	Purchase
8/29/2017	300	9.45	Purchase
9/5/2017	10,000	9.405	Purchase

Other than the foregoing, no transactions in the Common Stock have been effected by the Reporting Persons in the 60 days preceding September 8, 2017 and the 60 days preceding the date of this filing.

(d)	Not applicable.
(e)	Not applicable.

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Not applicable.

ITEM 7. Material to be Filed as Exhibits.

Exhibit 1	Joint Filing Agreement (Filed herewith)
Exhibit 2	Press Release, dated September 8, 2017.

SIGNATURE

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

Dated: September 11, 2017

 

John H. Lewis
Osmium Partners, LLC
Osmium Capital, LP
Osmium Capital II, LP
Osmium Spartan, LP

By:   /s/ John H. Lewis                                                                         
John H. Lewis, for himself and as
Managing Member of Osmium
Partners, LLC, for itself and as
General Partner of Osmium
Capital, LP, Osmium Capital II,
LP and Osmium Spartan, LP

EXHIBIT INDEX

Exhibit 1	Joint Filing Agreement (Filed herewith)
Exhibit 2	Press Release, dated September 8, 2017.

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