SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D/A

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

ADCARE HEALTH SYSTEMS, INC.
(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

 

000650W300

(CUSIP Number)

 

Michael J. Fox

Park City Capital, LLC

200 Crescent Court, Suite 1575

Dallas, Texas 75201

(214) 855-0800

 

With a Copy to:

 

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 
April 4, 2017
(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 □.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 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. 000650W300 13D/A

Page 2 of 8 Pages 

 

 

 

1

NAME OF REPORTING PERSON

 

PARK CITY CAPITAL OFFSHORE MASTER, LTD.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ☐
(b) ☐
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7 SOLE VOTING POWER                       0
  8

SHARED VOTING POWER                976,168*

 

  9

SOLE DISPOSITIVE POWER              0

 

 10

SHARED DISPOSITIVE POWER       976,168*

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

976,168*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.9%

  
14

TYPE OF REPORTING PERSON

 

CO

  
         

____________

*Includes warrants to purchase 328,418 shares of Common Stock.

 

 

 
 

CUSIP No. 000650W300 13D/A

Page 3 of 8 Pages 

 

 

 

1

NAME OF REPORTING PERSON

 

PARK CITY SPECIAL OPPORTUNITY FUND, LP

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ☐
(b) ☐
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

WC

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7 SOLE VOTING POWER                       0
  8

SHARED VOTING POWER                102,250

 

  9

SOLE DISPOSITIVE POWER              0

 

 10

SHARED DISPOSITIVE POWER      102,250

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

102,250

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

  
14

TYPE OF REPORTING PERSON

 

PN

  
         

 

 
 

CUSIP No. 000650W300 13D/A

Page 4 of 8 Pages 

 

 

1

NAME OF REPORTING PERSON

 

PARK CITY CAPITAL, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ☐
(b) ☐
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7 SOLE VOTING POWER                             0
  8

SHARED VOTING POWER                    1,078,418*

 

  9 SOLE DISPOSITIVE POWER                    0
 10

SHARED DISPOSITIVE POWER           1,078,418*

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,078,418*

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.4%

  
14

TYPE OF REPORTING PERSON

 

IA

  
         

____________

*Includes warrants to purchase 328,418 shares of Common Stock.

 

 

 

 

CUSIP No. 000650W300 13D/A

Page 5 of 8 Pages 

 

 

 

1

NAME OF REPORTING PERSON

 

PCC SOF GP, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ☐
(b) ☐
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7 SOLE VOTING POWER                              0
  8

SHARED VOTING POWER                     102,250

 

  9

SOLE DISPOSITIVE POWER                     0

 

 10

SHARED DISPOSITIVE POWER            102,250

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

102,250

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Less than 1%

  
14

TYPE OF REPORTING PERSON

 

OO

  
         

 

 
 

 

CUSIP No. 000650W300 13D/A

Page 6 of 8 Pages 

 

 

1

NAME OF REPORTING PERSON


MICHAEL J. FOX

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 (a) ☐
(b) ☐
3

SEC USE ONLY

 

  
4

SOURCE OF FUNDS

 

PF; OO

  
5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION


USA

  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   7 SOLE VOTING                                 134,274*
  8

SHARED VOTING POWER             1,078,418**

 

  9 SOLE DISPOSITIVE POWER          134,274*
 10 SHARED DISPOSITIVE POWER    1,078,418**
11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

 

1,212,692**

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.1%

  
14

TYPE OF REPORTING PERSON

 

IN

  
         

____________

*Includes 12,077 shares of Common Stock held directly by Mr. Fox, 73,532 options to purchase shares of Common Stock and 48,665 restricted shares.

 

**Includes warrants to purchase 328,418 shares of Common Stock.

  

 

 

CUSIP No. 000650W300 13D/A

Page 7 of 8 Pages 

 

 

This Amendment No. 7 (this “Amendment No. 7”) amends the Schedule 13D originally filed with the Securities and Exchange Commission on April 4, 2013 (as amended, the “Schedule 13D” or this “Statement”), with respect to the Common Stock, no par value (the “Common Stock”), of AdCare Health Systems, Inc., a Georgia corporation (the “Company”). Except as amended and supplemented by this Amendment No. 7, the Schedule 13D remains unchanged.

 

Item 4. Purpose of Transaction.

 

On April 4, 2017, Park City Capital, LLC issued the press release included as Exhibit 99.1 to this Statement. In the press release, Park City called on the Company’s Chairman and CEO William McBride to immediately resign from all positions with the Company due to his resume falsification committed against the Company. Based on third party research commissioned by Park City and another party, McBride does not have an MBA from UCLA. Additional findings are included as Exhibit 99.2 to this Statement. If McBride does not resign immediately, Park City believes the Company’s board of directors should terminate him.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 7, which agreement is set forth on the signature page to this Statement.

 

Item 7. Material to Be Filed as Exhibits.

 

The following documents are exhibits to this Amendment No. 7:

 

99.1       Press Release.

 

99.2       Additional Findings Regarding William McBride.

  

 

 

 

 

 

CUSIP No. 000650W300 13D/A

Page 8 of 8 Pages 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: April 4, 2017

 

PARK CITY CAPITAL OFFSHORE MASTER, LTD.   PARK CITY CAPITAL, LLC
     
         
By: /s/ Michael J. Fox   By: /s/ Michael J. Fox
  Michael J. Fox,     Michael J. Fox,
  Director     Manager
         
PCC SOF GP LLC   MICHAEL J. FOX
         
By: /s/ Michael J. Fox   By: /s/ Michael J. Fox
  Michael J. Fox,     Michael J. Fox
  Managing Member      
         
         
PARK CITY CAPITAL SPECIAL OPPORTUNITY FUND, LP      
         
By: PCC SOF GP LLC, its general partner      
         
         
By: /s/ Michael J. Fox      
  Michael J. Fox,      
  Managing Member