Regional Health Properties (RHEP) stake filed by Bradley Radoff
Rhea-AI Filing Summary
Bradley L. Radoff and The Radoff Family Foundation report initial ownership in Regional Health Properties, Inc. Radoff directly holds 208,926 shares of Common Stock and Series D Preferred Stock convertible into 64,076 Common shares, while the foundation holds 108,391 Common shares and Series D Preferred convertible into 25,681 Common shares. The Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares convert into Common Stock at 1.1330 shares for every three preferred shares and may not be converted if this would raise the reporting persons’ beneficial ownership above 19.99%; they may be deemed part of a Section 13(d) group and disclaim beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Radoff Bradley Louis, Radoff Family Foundation
Role
10% Owner | Insider
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series D Preferred Stock F1, F3 | -- | -- | -- |
| holding | Series D Preferred Stock F1, F3, F2 | -- | -- | -- |
| holding | Common Stock F1 | -- | -- | -- |
| holding | Common Stock F1, F2 | -- | -- | -- |
Holdings After Transaction:
Series D Preferred Stock — 64,076 shares (Direct);
Series D Preferred Stock — 25,681 shares (Indirect, By The Radoff Family Foundation);
Common Stock — 208,926 shares (Direct);
Common Stock — 108,391 shares (Indirect, By The Radoff Family Foundation)
Footnotes (3)
- F1. This Form 3 is filed jointly by Bradley L. Radoff and The Radoff Family Foundation ("Radoff Foundation" and collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock, no par value (the "Common Stock"). Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F2. Represents securities owned directly by Radoff Foundation. Mr. Radoff, as a director of Radoff Foundation, may be deemed the beneficial owner of the securities owned by Radoff Foundation; however, Mr. Radoff does not have any pecuniary interest in the securities owned by Radoff Foundation.
- F3. The Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares (the "Series D Preferred Stock") is convertible at any time at the option of the holder into a number of shares of Common Stock at a conversion ratio equal to 1.1330 shares of Common Stock for every three shares of Series D Preferred Stock, subject to adjustment as provided in the Issuer's articles of amendment. Under the Issuer's articles of amendment, the Series D Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to such conversion. The Series D Preferred Stock has no expiration date.
Key Figures
Common Stock holdings (direct): 208,926 shares
Common Stock holdings (indirect via foundation): 108,391 shares
Series D Preferred underlying Common (direct): 64,076 shares
+3 more
6 metrics
Common Stock holdings (direct)
208,926 shares
Shares of Common Stock held directly by Bradley L. Radoff following the reported holdings
Common Stock holdings (indirect via foundation)
108,391 shares
Shares of Common Stock held indirectly by The Radoff Family Foundation
Series D Preferred underlying Common (direct)
64,076 shares
Common Stock underlying Series D Preferred Stock held directly by Bradley L. Radoff
Series D Preferred underlying Common (indirect)
25,681 shares
Common Stock underlying Series D Preferred Stock held indirectly via The Radoff Family Foundation
Conversion ratio
1.1330 shares of Common Stock for every three shares of Series D Preferred Stock
Stated conversion feature of the Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares
Ownership cap after conversion
19.99%
Maximum beneficial ownership of Common Stock allowed after converting Series D Preferred Stock
Key Terms
Section 13(d) group, pecuniary interest, Cumulative Convertible Redeemable Participating Preferred Shares, beneficial ownership
4 terms
Section 13(d) group regulatory
"may be deemed to be a member of a Section 13(d) group that collectively beneficially owns"
pecuniary interest financial
"disclaims beneficial ownership of the securities ... except to the extent of his or its pecuniary interest"
beneficial ownership regulatory
"collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What Common Stock holdings does Bradley L. Radoff report in Regional Health Properties (RHEP)?
Bradley L. Radoff reports holding 208,926 shares of Common Stock in Regional Health Properties. He also reports Series D Preferred Stock positions convertible into an additional 64,076 shares of Common Stock, subject to ownership limits and other terms described in the company’s governing documents.
What stake does The Radoff Family Foundation report in Regional Health Properties (RHEP)?
The Radoff Family Foundation reports holding 108,391 shares of Common Stock in Regional Health Properties. It also holds Series D Preferred Stock convertible into 25,681 Common shares, with Mr. Radoff as a director but stating he has no pecuniary interest in the foundation’s securities.
How is RHEP’s Series D Preferred Stock convertible into Common Stock?
RHEP’s Series D 8% Cumulative Convertible Redeemable Participating Preferred Shares convert into Common Stock at a ratio of 1.1330 Common shares for every three Series D Preferred shares. This conversion feature is subject to adjustment as provided in the company’s articles of amendment.
What is the 19.99% ownership limitation mentioned for RHEP securities?
Conversions of RHEP’s Series D Preferred into Common Stock are limited so the reporting persons cannot exceed 19.99% beneficial ownership of outstanding Common Stock after conversion. This cap is set in the company’s articles of amendment and constrains how much Preferred can be converted at any time.
Do the reporting persons fully accept beneficial ownership of all RHEP securities listed?
No. The reporting persons state they disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest. Mr. Radoff specifically notes he has no pecuniary interest in securities owned by The Radoff Family Foundation, despite being a director of that foundation.
Why are Bradley L. Radoff and The Radoff Family Foundation described as a Section 13(d) group for RHEP?
They indicate they may be deemed members of a Section 13(d) group that collectively beneficially owns more than 10% of RHEP’s outstanding Common Stock. This language reflects potential group status under U.S. securities laws, not necessarily a formal agreement about joint investment decisions.