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].
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.
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Citizenship or Place of Organization
|
|
|
|
United States
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|
5.
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Sole Voting Power
|
|
|
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
642,903
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Each
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7.
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Sole Dispositive Power
|
Reporting
|
|
|
Person
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0
|
With:
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8.
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Shared Dispositive Power
|
|
|
|
|
|
642,903
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9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
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|
|
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642,903
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
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|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
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|
|
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9.95%
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12.
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Type of Reporting Person (See Instructions)
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|
|
|
IN
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CUSIP No. 255104101
1.
|
Names of Reporting Persons.
|
|
I.R.S. Identification Nos. of above persons (entities
only).
|
|
|
|
Osmium Partners, LLC
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2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ] (b) [X]
|
|
|
3.
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SEC Use Only
|
|
|
|
|
4.
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Citizenship or Place of Organization
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Delaware
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5.
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Sole Voting Power
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|
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Number of
|
|
0
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Shares
|
6.
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Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
642,903
|
Each
|
7.
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Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
8.
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Shared Dispositive Power
|
|
|
|
|
|
642,903
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
642,903
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
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9.95%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
IA, OO
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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.
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Citizenship or Place of Organization
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|
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Delaware
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|
5.
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Sole Voting Power
|
|
|
|
Number of
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0
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Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
356,106
|
Each
|
7.
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Sole Dispositive Power
|
Reporting
|
|
|
Person
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|
0
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With:
|
8.
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Shared Dispositive Power
|
|
|
|
|
|
356,106
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
356,106
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
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5.51%
|
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.
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Sole Voting Power
|
|
|
|
Number of
|
|
0
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Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
172,993
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
|
|
|
172,993
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
172,993
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
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2.68%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
PN
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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
|
|
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|
Delaware
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|
5.
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Sole Voting Power
|
|
|
|
Number of
|
|
0
|
Shares
|
6.
|
Shared Voting Power
|
Beneficially
|
|
|
owned by
|
|
113,804
|
Each
|
7.
|
Sole Dispositive Power
|
Reporting
|
|
|
Person
|
|
0
|
With:
|
8.
|
Shared Dispositive Power
|
|
|
|
|
|
113,804
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
|
|
|
|
113,804
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
|
|
|
|
[ ]
|
11.
|
Percent of Class Represented by Amount in Row (9)
|
|
|
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1.76%
|
12.
|
Type of Reporting Person (See Instructions)
|
|
|
|
PN
|
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.
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