Osmium Partners, LLC - Schedule 13D/A - Filed by newsfilecorp.com

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 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 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 Issuer’s 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