Sec Form 4 Filing - Palm Management (US) LLC @ BIRNER DENTAL MANAGEMENT SERVICES INC - 2019-01-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Palm Management (US) LLC 2. Issuer Name and Ticker or Trading Symbol BIRNER DENTAL MANAGEMENT SERVICES INC [ BDMS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 19 WEST ELM STREET, 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2019 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/14/2019 C( 1 )( 2 )( 5 )( 6 ) 630,705 A $ 5 630,705 I Palm Global Small Cap Master Fund LP Common Stock 01/14/2019 C( 1 )( 2 )( 5 )( 6 ) 420,470 A $ 5 420,470 I Palm Active Dental, LLC Common Stock 01/14/2019 C( 1 )( 2 )( 5 )( 6 ) 95,344 A $ 5 95,344 I Palm Active Dental II, LLC Common Stock 01/14/2019 C( 1 )( 2 )( 6 ) 1,264 A 631,969 I Palm Global Small Cap Master Fund LP Common Stock 01/14/2019 C( 1 )( 2 )( 6 ) 843 A 421,313 I Palm Active Dental, LLC Common Stock 01/14/2019 C( 1 )( 2 )( 6 ) 204 A 95,548 I Palm Active Dental II, LLC Common Stock 01/14/2019 D( 1 )( 3 ) 631,969 D 0 I Palm Global Small Cap Master Fund LP Common Stock 01/14/2019 D( 1 )( 3 ) 421,313 D 0 I Palm Active Dental, LLC Common Stock 01/14/2019 D( 1 )( 3 ) 95,548 D 0 I Palm Active Dental II, LLC Common Stock 01/14/2019 D( 1 )( 4 ) 2,000 ( 4 ) D 0 I Bradley M. Tirpak Common Stock 01/14/2019 D( 1 )( 4 ) 2,000 ( 4 ) D 0 I Joshua Horowitz

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Senior Subordinated Secured Loan Notes $ 5 01/14/2019 C ( 1 )( 2 )( 5 ) ( 1 )( 2 )( 5 ) Common Stock 630,705 ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 10 ) $ 0 0 I Palm Global Small Cap Master Fund LP Convertible Senior Subordinated Secured Loan Notes $ 5 01/14/2019 C ( 1 )( 2 )( 5 ) ( 1 )( 2 )( 5 ) Common Stock 420,470 ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 10 ) $ 0 0 I Palm Active Dental, LLC Convertible Senior Subordinated Secured Loan Notes $ 5 01/14/2019 C ( 1 )( 2 )( 5 ) ( 1 )( 2 )( 5 ) Common Stock 95,344 ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 10 ) $ 0 0 I Palm Active Dental II, LP Series A Convertible Preferred Stock ( 6 ) 01/14/2019 C 6 ( 1 )( 2 )( 6 ) ( 1 )( 2 )( 6 ) Common Stock 1,264 ( 6 ) ( 7 ) ( 9 ) ( 10 ) $ 0 0 I Palm Global Small Cap Master Fund LP Series A Convertible Preferred Stock ( 6 ) 01/14/2019 C 4 ( 1 )( 2 )( 6 ) ( 1 )( 2 )( 6 ) Common Stock 843 ( 6 ) ( 7 ) ( 9 ) ( 10 ) $ 0 0 I Palm Active Dental, LLC Series A Convertible Preferred Stock ( 6 ) 01/14/2019 C 1 ( 1 )( 2 )( 6 ) ( 1 )( 2 )( 6 ) Common Stock 204 ( 6 ) ( 7 ) ( 9 ) ( 10 ) $ 0 0 I Palm Active Dental II, LP

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Palm Management (US) LLC 19 WEST ELM STREET GREENWICH, CT06830 X X Palm Active Dental LLC C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT06830 X X Palm Global Small Cap Master Fund LP C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT06830 X X Palm Active Dental II, LP C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT06830 X X Palm Active Partners Management, LLC C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT06830 X X Palmer Bradley C C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT06830 X Tirpak Bradley M C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT06830 X X Horowitz Joshua C/O PALM MANAGEMENT (US) LLC 19 WEST ELM STREET GREENWICH, CT06830 X X Signatures PALM MANAGEMENT (US) LLC, /s/ Joshua Horowitz, Managing Director 01/14/2019 Signature of Reporting Person Date PALM ACTIVE DENTAL, LLC, /s/ Jason Woody, Secretary 01/14/2019 Signature of Reporting Person Date PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua Horowitz, Director 01/14/2019 Signature of Reporting Person Date PALM ACTIVE DENTAL II, LP, by Palm Active Partners, LLC, its general partner, by /s/ Joshua Horowitz, Director 01/14/2019 Signature of Reporting Person Date PALM ACTIVE PARTNERS MANAGEMENT, LLC, /s/ Joshua Horowitz, Director 01/14/2019 Signature of Reporting Person Date /s/ Bradley C. Palmer 01/14/2019 Signature of Reporting Person Date /s/ Bradley M. Tirpak 01/14/2019 Signature of Reporting Person Date /s/ Joshua S. Horowitz 01/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 14, 2019, Birner Dental Management Services, Inc. ("Birner") completed a merger transaction pursuant to which Birner became a wholly owned subsidiary of Mid-Atlantic Dental Services Holdings, LLC (the "Merger"). Each share of Birner common stock was converted into the right to receive $10.62 in cash and a contingent value right that entitles the holder thereof to receive up to $0.13 per share that may become payable after 18 months, in each case, without interest and less any applicable withholding taxes (the "Merger Consideration"). ( 2 )Pursuant to a Notice of Conversion dated December 14, 2018, immediately prior to the effective time of the Merger, the Reporting Persons converted their Convertible Senior Subordinated Loan Notes (the "Notes") and Series A Convertible Preferred Stock ("Series A Preferred") into Series B Convertible Preferred ("Series B Preferred") and, immediately thereafter, converted the Series B Preferred into shares of Common Stock. ( 3 )Represents shares of Common Stock disposed of in the Merger for the Merger Consideration. ( 4 )Represents shares of restricted Common Stock cancelled in the Merger in exchange for the Merger Consideration. ( 5 )Each Note was convertible at any time at the option of the holder into Series B Preferred, which Series B Preferred was then convertible into Common Stock at any time at the option of the holder. The maturity date for the Notes was September 30, 2023. ( 6 )Each share of Series A Preferred was convertible into such number of shares of Series B Preferred as was determined by dividing the Series A Preference Price ($1,000 per share of Series A Preferred), plus any and all accrued and unpaid dividends, by $5. Each share of Series B Preferred was convertible into such number of shares of Common Stock as was determined by dividing the Series B Preference Price ($5 per share of Series B Preferred), plus any and all accrued and unpaid dividends, by the Conversion Price ($5) then in effect. ( 7 )The aggregate amount of PIK interest and dividends for the Notes and Series A Preferred was $276,145 through January 14, 2019. ( 8 )Represents the outstanding principal amount of the Notes converted plus PIK interest. ( 9 )Includes dividends required to be paid in kind as additional shares. ( 10 )Represents underlying shares of Common Stock.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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