Amended Statement of Beneficial Ownership (sc 13d/a)
August 03 2018 - 5:37PM
Edgar (US Regulatory)
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. 2)*
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)
July 31, 2018
(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©, 13d-1(f) or
13d-1(g), check the following box [ ].
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
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
|
|
|
John H. Lewis
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
United States
|
|
5.
|
Sole Voting Power
|
|
|
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
517,446
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
|
|
|
517,446
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
517,446
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
7.9%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IN
|
CUSIP No. 255104101
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
|
|
|
Osmium Partners, LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
Delaware
|
|
5.
|
Sole Voting Power
|
|
|
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
517,446
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
|
|
|
517,446
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
517,446
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
7.9%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IA, OO
|
CUSIP No. 255104101
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
|
|
|
Osmium Capital, LP
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
Delaware
|
|
5.
|
Sole Voting Power
|
|
|
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
275,890
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
|
|
|
275,890
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
275,890
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
4.2%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
CUSIP No. 255104101
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
|
|
|
Osmium Capital II, LP
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
Delaware
|
|
5.
|
Sole Voting Power
|
|
|
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
140,523
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
|
|
|
140,523
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
140,523
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
2.1%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
CUSIP No. 255104101
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
|
|
|
Osmium Spartan, LP
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
|
|
3.
|
SEC Use Only
|
|
|
|
|
4.
|
Citizenship or Place of Organization
|
|
|
|
Delaware
|
|
5.
|
Sole Voting Power
|
|
|
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
101,033
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
|
|
|
101,033
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
101,033
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
|
1.5%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (Amendment No. 2) is
being filed with respect to the beneficial ownership of the Reporting Persons in
Diversicare Healthcare Services, Inc. (Diversicare or the Issuer). This
Amendment No. 2 supplements the Schedule 13D as previously filed on September
11, 2017 (as amended, the Schedule 13D). Each Item below amends and
supplements the information disclosed under the corresponding Item of Schedule
13D. Unless otherwise indicated herein, capitalized terms used but not defined
in this Amendment No. 2 shall have the same meaning herein as are ascribed to
such terms in Schedule 13D. Except as set forth herein, this Amendment No. 2
does not modify any of the information previously reported by the Reporting
Persons in the Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
(a)
|
The Reporting Persons beneficially own:
|
|
|
|
|
(i)
|
Fund I directly owns 275,890 shares of Common Stock
representing 4.2% of all of the outstanding shares of Common Stock of the
Issuer.
|
|
|
|
|
(ii)
|
Fund II directly owns 140,523 shares of Common Stock
representing 2.1% of all of the outstanding shares of Common Stock of the
Issuer.
|
|
|
|
|
(iii)
|
Fund III directly owns 101,033 shares of Common Stock
representing 1.5% 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 517,446 shares of Common
Stock held by them, representing 7.9% 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
517,446 shares of Common Stock representing 7.9% 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
6,536,158 shares of Common Stock outstanding as of July 30, 2018, as reported by
the Issuer in its Current Report on Form 10-Q as filed with the SEC on August 2,
2018.
(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 275,890
shares of Common Stock, 140,523 shares of Common Stock and 101,033 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 July 31, 2018 and the 60 days preceding the date of this filing:
Osmium Capital, LP
|
Number
|
Price
|
|
|
of
|
per
|
|
Transaction Date
|
Shares
|
Share
|
Type of Transaction
|
6/29/2018
|
46,292
|
0.00
|
LP Distribution
|
7/25/2018
|
8,635
|
6.5562
|
Sale
|
7/26/2018
|
1,400
|
6.7075
|
Sale
|
7/27/2018
|
3,507
|
6.6406
|
Sale
|
7/31/2018
|
25,382
|
0.00
|
LP Distribution
|
Osmium Capital II, LP
|
Number
|
Price
|
|
|
of
|
per
|
Type of
|
Transaction Date
|
Shares
|
Share
|
Transaction
|
6/29/2018
|
24,370
|
0.00
|
LP Distribution
|
7/31/2018
|
14,000
|
0.00
|
LP Distribution
|
Osmium Spartan, LP
|
Number
|
Price
|
|
|
of
|
per
|
Type of
|
Transaction Date
|
Shares
|
Share
|
Transaction
|
7/13/2018
|
9,000
|
6.93
|
Sale
|
7/20/2018
|
3,871
|
6.95
|
Sale
|
7/27/2018
|
100
|
6.88
|
Purchase
|
Other than the foregoing, no transactions in the Common Stock
have been effected by the Reporting Persons in the 60 days preceding July 31,
2018 and the 60 days preceding the date of this filing.
(d) Not applicable.
(e) Not applicable.
ITEM 7. Material to be Filed as Exhibits.
Exhibit 1 Joint Filing Agreement *
*Previously Filed.
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: August 3, 2018
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 *
|
*Previously Filed
Diversicare Healthcare S... (NASDAQ:DVCR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Diversicare Healthcare S... (NASDAQ:DVCR)
Historical Stock Chart
From Sep 2023 to Sep 2024