UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Graymark Healthcare, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
389465303
(CUSIP Number)
with a copy to:
Austin W. Marxe Allen B. Levithan, Esq.
527 Madison Avenue, Suite 2600 Lowenstein Sandler PC
New York, New York 10022 65 Livingston Avenue
Roseland,N.J 07068
(973) 597-2424
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 15, 2011
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), 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 sections
240.13d-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 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).
Cusip No. not available 389465303
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only):
Austin W. Marxe and David M. Greenhouse
2. Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ] Not Applicable
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions): 00
5. Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
Not Applicable
6. Citizenship or Place of Organization: United States
Number of 7. Sole Voting Power: 0*
Shares Beneficially 8. Shared Voting Power: 3,571,000*
Owned by
Each Reporting 9. Sole Dispositive Power: 0*
Person With 10. Shared Dispositive Power:
3,571,000*
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 3,571,000 *
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
|
(See Instructions): Not Applicable
13. Percent of Class Represented by Amount in Row (11): 24.6% *
14. Type of Reporting Person (See Instructions): IA, IN
* This is a joint filing by Austin W. Marxe (?Marxe?) and David M.
Greenhouse (?Greenhouse?). Marxe and Greenhouse share sole voting and
investment power over 1,071,000 shares of Common Stock and 1,071,000
Warrants (not currently exercisable) owned by Special Situations Cayman
Fund, L.P., 1,429,000 shares of Common Stock and 1,429,000 Warrants (not
currently exercisable) owned by Special Situations Private Equity Fund,
L.P. and 1,071,000 shares of Common Stock and 1,071,000 Warrants owned
by Special Situations Life Sciences Fund, L.P. The Warrants described
above may be exercised to the extent that the total number of shares of
Common Stock then beneficially owned does not exceed 4.99% of the
outstanding shares. The Holder may request an increase of up to 9.99%
of the outstanding shares, effective on the 61st day after notice is
given to the Company. See Items 2 and 5 of this Schedule 13D for
additional information.
Item 1. Security and Issuer.
This schedule related to the common stock and warrants of
Graymark Healthcare, Inc. (the ?Issuer?). The Issuer?s principal
executive officers are located at 210 Park Avenue, Suite 1350, Oklahoma
City, Oklahoma 73102.
Item 2. Identity and Background.
The persons filing this report are Austin W. Marxe (?Marxe?) and
David M. Greenhouse (?Greenhouse?), who are the controlling principals
of AWM Investment Company, Inc. (?AWM?), the general partner of and
Investment Adviser to Special Situations Cayman Fund, L.P. (?Cayman?).
Marxe and Greenhouse are members of MG Advisers L.L.C. (?MG?), the
general partner of Special Situations Private Equity Fund, L.P.
(?SSPE?)and Marxe and Greenhouse are also members of LS Advisers L.L.C.
(?LS?), the general partner of Special Situations Life Sciences Fund,
L.P. (?SSLS?). AWM serves as the Investment Adviser to SSPE and SSLS.
(Cayman, SSPE and SSLS will hereafter be referred to as, the ?Funds?).
The principal office and business address of the Reporting Persons, is
527 Madison Avenue, Suite 2600, New York, N.Y. 10022.
The principal business of each Fund is to invest in equity and equity-
related securities and other securities of any kind or nature.
Mr. Marxe and Mr. Greenhouse have never been convicted in
any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have either of them been a party to any civil
proceeding commenced before a judicial or administrative body of
competent jurisdiction as a result of which he was or is now 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. Mr.
Marxe and Mr. Greenhouse are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Each Fund utilized its own available net assets to purchase
the securities referred to in this Schedule.
Item 4. Purpose of Transaction.
The securities referred to in this Schedule have been
acquired by each of the Funds for investment purposes and not with the
purpose or effect of changing or influencing control of the Issuer.
Each Fund acquired the securities in the ordinary course of business and
is holding the securities for the benefit of its investors.
Item 5. Interest in Securities of the Issuer.
Cayman owns 1,071,000 shares of Common Stock and 1,071,000
Warrants (not currently exercisable), or 7.4% of the outstanding shares,
SSPE owns 1,429,000 shares of Common Stock and 1,429,000 Warrants (not
currently exercisable), or 9.8% of the outstanding shares and SSLS owns
1,071,000 shares of Common Stock and 1,071,000 Warrants (not currently
exercisable), or 7.4% of the shares outstanding. Messrs. Marxe and
Greenhouse share the power to vote or to direct the vote and the power
to dispose or to direct the disposition of all shares of Common Stock
owned by each of, the Funds. Messrs. Marxe and Greenhouse are deemed to
beneficially own a total of 3,571,000 shares of Common Stock and
3,571,000 Warrants (not currently exercisable), or 24.6% of the
outstanding shares. The Warrants described above may be exercised to
the extent that the total number of shares of Common Stock then
beneficially owned does not exceed 4.99% of the outstanding shares. The
Holder may request an increase of up to 9.99% of the outstanding shares,
effective on the 61st day after notice is given to the Company.
The following table reflects the acquisition of Common
Shares and Warrants pursuant to the June 2011 Public Offering. There
has been no additional activity by any of the Funds during the past
sixty days preceding the date of the event that requires the filing of
this statement.
A. Special Situations Life Sciences Fund, L.P.
Date
Quantity
Average Price
(Purchases)
June 15, 2011
1,071,000 (common
shares)
$1.40
June 15, 2011
1,071,000 (warrants)
$0
Date
Quantity
Average Price
(Sales)
B. Special Situations Cayman Fund, L.P.
Date
Quantity
Average Price
(Purchases)
June 15, 2011
1,071,000 (common
shares)
$1.40
June 15, 2011
1,071,000 (warrants)
$0
Date
Quantity
Average Price
(Sales)
C. Special Situations Private Equity Fund, L.P.
Date
Quantity
Average Price
(Purchases)
June 15, 2011
1,429,000 (common
shares)
$1.40
June 15, 2011
1,429,000 (warrants)
$0
Date
Quantity
Average Price
(Sales)
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar
relationships exist with respect to the securities of the Company
between Messrs. Marxe and Greenhouse and any other individual or entity.
Item 7. Material to be Filed as Exhibits.
Joint Filing Agreement.
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.
Dated: June 24, 2011
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
JOINT FILING AGREEMENT
Austin W. Marxe and David M. Greenhouse hereby agree that the
Schedule 13D to which this agreement is attached is filed on behalf of
each of them.
/s/_Austin W. Marxe
Austin W. Marxe
/s/_David M. Greenhouse
David M. Greenhouse
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