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13D Filing: Park City Capital, Llc and Adcare Health Systems Inc (NYSEMKT:ADK)

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
PARK CITY CAPITAL OFFSHORE MASTER, LTD 0 976,168 0 976,168 4.9%
PARK CITY SPECIAL OPPORTUNITY FUND 0 102,250 0 102,250 Less than 1%
PARK CITY CAPITAL 0 1,078,418 0 1,078,418 5.4%
PCC SOF GP 0 102,250 0 102,250 Less than 1%
MICHAEL J. FOX 1,078,418 134,274 1,078,418 6.1%

Page 1 of 8 – SEC Filing

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).

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Page 2 of 8 – SEC Filing

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.

 

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Page 3 of 8 – SEC Filing

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

 

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Page 4 of 8 – SEC Filing

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.

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Page 5 of 8 – SEC Filing

 

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

 

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Page 6 of 8 – SEC Filing

 

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.

  

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Page 7 of 8 – SEC Filing

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.

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Page 8 of 8 – SEC Filing

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
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