Amended Statement of Beneficial Ownership (sc 13d/a)
01 Marzo 2023 - 3:52PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
_______________________
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
3156 East Laurelhurst Drive
Seattle, WA 98105
(917) 528-1465
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 17, 2023
(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).
| (continued on next page(s)) |
Page 1
of 7 |
13D
| CUSIP No. 75903M200 |
Page 2 of 7 |
| 1 |
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charles Frischer
I.R.S. I.D. No.
|
|
| 2 |
Check the Appropriate Box if a Member of a Group *
|
(a) ☒
(b) ☐
|
| 3 |
SEC Use Only
|
|
| 4 |
Sources of Funds *
PF |
|
| 5 |
Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
|
☐ |
| 6 |
Citizenship or Place of Organization
USA |
|
|
Number of Shares Beneficially Owned
by Each Reporting
Person With |
7 |
Sole Voting Power
468,673
|
|
| 8 |
Shared Voting Power
- 0 - |
|
|
9
|
Sole Dispositive Power
468,673
|
|
|
10
|
Shared Dispositive Power
- 0 - |
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
468,673
|
|
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
|
☐ |
|
13
|
Percent of Class Represented by Amount in Row (11)
16.7%
|
|
| 14 |
Type of Reporting Person*
IN |
|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
| CUSIP No. 75903M200 |
Page 3 of 7 |
| 1 |
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.
|
|
| 2 |
Check the Appropriate Box if a Member of a Group *
|
(a) ☒
(b) ☐
|
| 3 |
SEC Use Only
|
|
| 4 |
Sources of Funds *
WC |
|
| 5 |
Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(e) of 2(f)
|
☐ |
| 6 |
Citizenship or Place of Organization
USA |
|
|
Number of Shares Beneficially Owned
by
Each Reporting
Person With |
7 |
Sole Voting Power
11,000 |
|
| 8 |
Shared Voting Power
- 0 - |
|
|
9
|
Sole Dispositive Power
11,000 |
|
|
10
|
Shared Dispositive Power
- 0 - |
|
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
11,000 |
|
| 12 |
Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
|
☐ |
|
13
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
|
| 14 |
Type of Reporting Person*
PN |
|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
| CUSIP No. 75903M200 |
Page 4 of 7 |
This Amendment No. 9 to Schedule 13D (this
“Amendment”) amends certain information contained in the Schedule 13D filed jointly by Charles Frischer and the Libby Frischer
Family Partnership, a New York partnership, on January 26, 2018, as amended by Amendment No. 1 to Schedule 13D filed by Charles Frischer
and the Libby Frischer Family Partnership on August 27, 2018, as amended by Amendment No. 2 to Schedule 13D filed by Charles Frischer
and the Libby Frischer Family Partnership on December 3, 2018, as amended by Amendment No. 3 to Schedule 13D filed by Charles Frischer
and the Libby Frischer Family Partnership on January 2, 2018, as amended by Amendment No. 4 to Schedule 13D filed by Charles Frischer
and the Libby Frischer Family Partnership on December 4, 2019, as amended by Amendment No. 5 to Schedule 13D filed by Charles Frischer
and the Libby Frischer Family Partnership on June 2, 2021, as amended by Amendment No. 6 to Schedule 13D filed by Charles Frischer and
the Libby Frischer Family Partnership on July 1, 2021, and as amended by Amendment No. 7 to Schedule 13D filed by Charles Frischer and
the Libby Frischer Family Partnership on March 7, 2022, as amended by Amendment No. 8 to Schedule 13D filed by Charles Frischer and the
Libby Frischer Family Partnership on December 7, 2022 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
33,758 Shares in the aggregate from December 23, 2022 through January 17, 2023 for an aggregate purchase price of $99,414.20. Mr. Frischer
used his personal funds to acquire these Shares.
Item 4. Purpose of Transaction:
Item 4 is amended by adding the following
paragraph:
On March 1, 2023, Charles Frischer sent a letter
to Brent Morrison, The Chief Executive Officer and President of the Issuer, response to the draft S-4 Registration Statement the Issuer
filed on February 14, 2023 (the “Registration Statement”). In such letter, Mr. Frischer notified the Issuer of that he would
not support the proposed exchange offer without the inclusion of additional change in control language to protect Series A Preferred holders
in the event of a change in control transaction. A copy of Mr. Frischer’s letter is attached as an Exhibit to this Amendment.
Item 5. Interest of Securities of the Issuer.
Item 5 is amended as follows:
(a) and (b) Beneficial ownership
13D
| CUSIP No. 75903M200 |
Page 5 of 7 |
As of the date of this Amendment
No. 9 to Schedule 13D, the Partnership directly owns 11,000 Shares representing 0.4% of the total outstanding shares. As of the date of
this Schedule 13D, Mr. Frischer directly or through his IRA owns 468,673 Shares and he is the sole general partner of the Partnership.
Accordingly, Mr. Frischer indirectly beneficially owns 479,673 Shares representing approximately
17.1% 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 2,811,535 Shares outstanding on November 11, 2022, which amount is derived from amount reported in the Issuer’s
Quarterly Report on Form 10-Q for the period ended September 30, 2022.
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 479,673 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
Not applicable.
(e) Beneficial
ownership of less than five percent
Not applicable.
Item 7. Materials to be Filed as Exhibits.
| 1. | Joint Filing Agreement, incorporated by reference to Exhibit 1 to the 13D |
| 2. | Letter to the Issuer dated March 1, 2023-Filed herewith |
13D
| CUSIP No. 75903M200 |
Page 6 of 7 |
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: March 1, 2023
| |
/s/ Charles Frischer |
|
| |
Charles Frischer |
|
| |
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LIBBY FRISCHER FAMILY PARTNERSHIP |
|
| |
|
|
|
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By: |
/s/ Charles Frischer |
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| |
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Charles Frischer |
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|
General Partner |
|
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
13D
| CUSIP No. 75903M200 |
Page 7 of 7 |
ANNEX A
Schedule of Transactions in Preferred Shares of
the Issuer
During the Past 60 Days
Libby Frischer Family Partnership
None
Charles Frischer
| Date of Transaction |
Quantity Purchased |
Price per Share |
| |
|
|
| 12/23/2022 |
1,700 |
$2.31 |
| 12/27/2022 |
6,158 |
$2.79 |
|
12/28/2022
|
2,900
|
$2.87 |
| 12/29/2022 |
4,400 |
$2.76 |
| 12/30/2022 |
10,606 |
$3.00 |
| 01/12/2023 |
700 |
$3.10 |
| 01/17/2023 |
7,294 |
$3.27 |
| |
|
|
| (1) | All purchases were effected through open market or privately negotiated transactions. |
Regional Health Properties (AMEX:RHE-A)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Regional Health Properties (AMEX:RHE-A)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
