Amended Statement of Beneficial Ownership (sc 13d/a)
August 28 2018 - 9:54AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 1)
_______________________
REGIONAL HEALTH PROPERTIES, INC.
(Name of Issuer)
10.875% Series A Cumulative Redeemable
Preferred Stock
(Title of Class of Securities)
75903M200
(CUSIP Number of Class
of Securities)
Charles L. Frischer
4404 52nd Avenue NE
Seattle, WA 98105
______________________________________________________________________
(Name, Address and Telephone Number of
Person
Authorized to Receive Notices and Communications)
August 23, 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 which is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), 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 for other parties to whom copies
are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s 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 shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) 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).
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(continued on next page(s))
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Page 1
of 6
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CUSIP No.
75903M200
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13D
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Page 2
of 6
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charles Frischer
I.R.S. I.D. No.
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2
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Check the Appropriate Box if a Member of a Group *
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(a) ☒
(b) ☐
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3
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SEC Use Only
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4
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Sources of Funds *
PF
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5
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Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
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☐
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6
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Citizenship or Place of Organization
USA
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Number of Shares Beneficially Owned
by Each Reporting
Person With
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7
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Sole Voting Power
321,974
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8
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Shared Voting Power
- 0 -
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9
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Sole Dispositive Power
321,974
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10
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Shared Dispositive Power
- 0 -
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person
321,974
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12
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
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☐
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13
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Percent of Class Represented by Amount in Row (11)
11.45%
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14
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Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
75903M200
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13D
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Page 3
of 6
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1
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Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Libby Frischer Family Partnership
I.R.S. I.D. No.
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2
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Check the Appropriate Box if a Member of a Group *
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(a) ☒
(b) ☐
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3
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SEC Use Only
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4
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Sources of Funds *
WC
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5
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Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
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☐
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6
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Citizenship or Place of Organization
USA
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Number of Shares Beneficially Owned
by Each Reporting
Person With
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7
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Sole Voting Power
11,000
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8
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Shared Voting Power
- 0 -
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9
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Sole Dispositive Power
11,000
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10
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Shared Dispositive Power
- 0 -
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11
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Aggregate Amount Beneficially Owned by Each Reporting
Person
11,000
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12
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Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
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☐
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13
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Percent of Class Represented by Amount in Row (11)
Less than 1%
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14
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Type of Reporting Person*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.
75903M200
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13D
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Page 4
of 6
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This Amendment No.
1 to Schedule 13D amends certain information contained in the Schedule 13D filed jointly by Charles Frischer and Libby Frischer
Family Partnership, a New York partnership, on January 26, 2018 with respect to their interests in shares of 10.875% Series A Cumulative
Redeemable Preferred Stock, no par value of Regional Health Properties, Inc., a Georgia corporation (the “13D”). Capitalized
terms used but not defined herein have the meanings ascribed to them in the 13D.
Item 3. Source and Amount of Funds of Other Consideration.
Item
3 is amended by adding the following:
Charles Frischer purchased,
directly and through his IRA, 40,774 Shares in the aggregate from August 23, 2018 through August 27, 2018 for an aggregate purchase
price of $54,194. Mr. Frischer used his personal funds to acquire these Shares.
Item 5. Interest of Securities of the Issuer.
Item 5 is amended as follows:
(a) and (b)
Beneficial ownership
As of the date of
this Amendment No. 1 to Schedule 13D, the Partnership directly owns 11,000 Shares representing less than 1% of the total outstanding
shares. As of the date of this Schedule 13D, Mr. Frischer directly or through his IRA owns 310,974 Shares and he is the sole general
partner of the Partnership. Accordingly, Mr. Frischer indirectly beneficially owns 321,974 Shares representing approximately 11.45%
of the outstanding Shares. The percentages set forth above and on the cover pages hereto represent percentages of the outstanding
Shares based on a total of 2,812,000 Shares outstanding at September 30, 2017, which amount is derived from amount reported in
the Issuer’s Annual Report on Form 10-Q for the period ended June 30, 2018.
By virtue of their
status as a "group" for purposes of Rule 13d-5, each of the Reporting Persons may be deemed to have shared voting and
dispositive power over the Shares owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of
the Shares owned by the other Reporting Persons other than the Shares owned by the Partnership, which Mr. Frischer does not disclaim
beneficial ownership.
Mr. Frischer has sole
voting power and sole investment power with respect to 321,974 Shares.
(c)
Transactions
during the past sixty days
Information with respect
to each of the Reporting Persons transactions effected during the past 60 days are set forth on Annex A hereto.
(d)
Right
to receive dividends or proceeds
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CUSIP No.
75903M200
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13D
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Page 5
of 6
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Not applicable.
(e)
Beneficial
ownership of less than five percent
Not applicable.
Item 7. Materials to be Filed as Exhibits.
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1.
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Joint Filing Agreement, incorporated by reference to Exhibit 1 to the 13D
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Signatures
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Pursuant to Rule 13d-1(k),
this Schedule 13D is filed jointly on behalf of each of the Reporting Persons.
Dated as of: August 27, 2018
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/s/ Charles Frischer
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Charles Frischer
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LIBBY FRISCHER FAMILY PARTNERSHIP
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By:
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/s/ Charles Frischer
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Charles Frischer
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General Partner
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Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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CUSIP No.
75903M200
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13D
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Page 6
of 6
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ANNEX A
Schedule of Transactions in Preferred Shares
of the Issuer
During the Past 60 Days
Libby Frischer Family Partnership
None
Charles Frischer
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Date of Transaction
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Quantity Purchased
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Price per Share
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8/23/2018
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34,600
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$1.30
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8/24/2018
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2,000
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$1.48
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8/27/2018
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4,174
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$1.52
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(1)
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All purchases were effected through open market or privately negotiated transactions.
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