SCHEDULE 13D/A: Insider Ownership Update: Charles Frischer Increases Stake in Regional Health Properties
Beneficial Ownership Update
Charles Frischer and the Libby Frischer Family Partnership filed Amendment No. 12 to their Schedule 13D, detailing recent transactions and updated beneficial ownership in Regional Health Properties, Inc.
Summary
- This document is Amendment No. 12 to the Schedule 13D originally filed on January 26, 2018, by Charles Frischer and the Libby Frischer Family Partnership, concerning their interests in Regional Health Properties, Inc.'s Series B Preferred Shares and Common Stock.
- Charles Frischer purchased 5,975 Common Shares directly and through his IRA between February 19, 2025, and February 24, 2025, for an aggregate purchase price of $8,723.50, using personal funds.
- As of the filing date, the Libby Frischer Family Partnership directly owns 11,000 Series B Preferred Shares, representing 0.4% of the total outstanding Series B Preferred Shares, and 0 Common Shares.
- As of the filing date, Charles Frischer directly or through his IRA owns 468,673 Series B Preferred Shares and 155,734 Common Shares.
- Charles Frischer, as the sole general partner of the Partnership, indirectly beneficially owns 479,673 Series B Preferred Shares (approximately 21.3% of outstanding Series B Preferred Shares) and 157,734 Common Shares (approximately 7.4% of outstanding Common Shares).
- The percentages are based on 2,252,000 Series B Preferred Shares outstanding and 2,129,249 Common Shares outstanding as of February 19, 2025, derived from the Issuer's Form 10-Q for the period ended September 30, 2024, plus an additional 250,000 Common Shares issued as a dividend.
- Transactions during the past 60 days include Charles Frischer's purchase of 5,975 shares at $1.46 on February 21, 2025, and receipt of 50,648 Common Shares as a dividend on Series B Preferred Shares on February 19, 2025.
- The Libby Frischer Family Partnership distributed 1,220 Common Shares on February 24, 2025, and Charles Frischer received 610 Common Shares from the Partnership on the same date.
Sentiment
Score: 6
Explanation: The filing indicates increased insider ownership by Charles Frischer, which is generally a positive signal of confidence in the company. However, it is a routine disclosure of ownership changes and does not contain significant new strategic or financial information that would drastically alter the company's outlook.
Positives
- Charles Frischer, a significant insider, increased his beneficial ownership in Regional Health Properties, Inc. through open market purchases and dividend receipts, potentially signaling confidence in the company's future.
- The acquisition of shares through a dividend on Series B Preferred Shares indicates a return to preferred shareholders.
Negatives
- The Libby Frischer Family Partnership's beneficial ownership of Common Shares is 0% as of the filing date.
Future Outlook
The document does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction.
Industry Context
This filing pertains to Regional Health Properties, Inc., which, based on its name, operates within the healthcare real estate sector. The document itself is a routine beneficial ownership update and does not provide broader industry analysis or trends.
Related Party Transactions
- Charles Frischer, as the sole general partner of the Libby Frischer Family Partnership, is deemed to have shared voting and dispositive power over the shares owned by the Partnership, establishing a related party relationship.
- Transactions between Charles Frischer and the Libby Frischer Family Partnership, including the distribution of Common Shares from the Partnership to Mr. Frischer, are related party dealings.
Stakeholder Impact
- Shareholders: The increase in insider ownership by Charles Frischer may be viewed positively by shareholders as it suggests management confidence in the company's prospects.
- Preferred Shareholders: The issuance of Common Shares as a dividend to holders of Series B Preferred Shares indicates a return on their investment.
Key Dates
| Date | Description |
|---|---|
| 01/02/2018 | Amendment No. 3 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 01/26/2018 | Original Schedule 13D filed jointly by Charles Frischer and the Libby Frischer Family Partnership. |
| 08/27/2018 | Amendment No. 1 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 12/03/2018 | Amendment No. 2 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 12/04/2019 | Amendment No. 4 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 06/02/2021 | Amendment No. 5 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 07/01/2021 | Amendment No. 6 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 03/07/2022 | Amendment No. 7 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 12/07/2022 | Amendment No. 8 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 01/17/2023 | Amendment No. 9 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 06/20/2023 | Amendment No. 10 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 02/17/2024 | Amendment No. 11 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership. |
| 09/30/2024 | Period end date for Issuer's Quarterly Report on Form 10-Q, used for outstanding share counts. |
| 02/19/2025 | Date of event requiring filing of this statement; Common Shares issued to Mr. Frischer by the Issuer in connection with a dividend declared to holders of Series B Preferred Shares; Start date for Charles Frischer's common share purchases. |
| 02/21/2025 | Charles Frischer purchased 5,975 Common Shares at $1.46 per share. |
| 02/24/2025 | End date for Charles Frischer's common share purchases; Libby Frischer Family Partnership distributed 1,220 Common Shares; Charles Frischer received 610 Common Shares from the Partnership. |
| 02/25/2025 | Signature date for the Schedule 13D/A filing. |
Recommendation
holdKeywords
Regional Health Properties, Charles Frischer, Libby Frischer Family Partnership, Schedule 13D/A, SEC filing, beneficial ownership, common stock, preferred stock, insider ownership, share acquisition, dividend, healthcare REIT
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