Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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REGIONAL HEALTH PROPERTIES, INC. (Name of Issuer) |
10.875% Series A Cumulative Redeemable Preferred Stock (Title of Class of Securities) |
75903M200 (CUSIP Number) |
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) |
02/11/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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 (“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).
SCHEDULE 13D
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| CUSIP No. | 75903M200 |
| 1 |
Name of reporting person
Charles Frischer | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
468,673.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 75903M200 |
| 1 |
Name of reporting person
Libby Frischer Family Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
10.875% Series A Cumulative Redeemable Preferred Stock | |
| (b) | Name of Issuer:
REGIONAL HEALTH PROPERTIES, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
1050 Crown Pointe Parkway, Suite 720, Atlanta,
GEORGIA
, 30338. | |
Item 1 Comment:
This Amendment No. 11 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, 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, as amended by Amendment No. 9 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on January 17, 2023, as amended by Amendment No. 10 to Schedule 13D filed by Charles Frischer and the Libby Frischer Family Partnership on June 20, 2023 with respect to their interests in shares of 10.875% Series A Cumulative Redeemable Preferred Stock, no par value ("Series A Preferred Shares"), and Common Stock, no par value ("Common Shares"), 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 5. | Interest in Securities of the Issuer | |
| (a) | As of February 11, 2025, the Partnership directly owns 11,000 Series A Preferred Shares representing 0.4% of the total outstanding Series A Preferred Shares. As of February 11, 2025, Mr. Frischer directly or through his IRA owns 468,673 Series A Preferred Shares and 100,501 Common Shares. Mr. Frischer is the sole general partner of the Partnership. Accordingly, Mr. Frischer indirectly beneficially owns 479,673 Series A Preferred Shares representing approximately 20.8% of the outstanding Series A Preferred Shares and 5.3% of the outstanding Common Shares. The percentages set forth above and on the cover pages hereto represent percentages based on a total of 2,252,000 Series A Preferred Shares outstanding and 1,879,249 Common Shares outstanding on November 19, 2024, which amount is derived from amount reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2024. | |
| (b) | 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 Series A Preferred Shares and the Common Shares owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Series A Preferred Shares and the Common Shares owned by the other Reporting Persons other than the Series A Preferred 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 Series A Preferred Shares and 100,501 Common Shares. | |
| (d) | Right to receive dividends or proceedsNot applicable. | |
| (e) | Beneficial ownership of less than five percentNot applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
1. Joint Filing Agreement, incorporated by reference to Exhibit 1 to the 13D. | ||
| SIGNATURE | |
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.
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