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. 6)*
| 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 |
| January 9, 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 9 Pages |
1 |
NAME OF REPORTING PERSON
PARK CITY CAPITAL OFFSHORE MASTER, LTD. |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
|
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| 4 |
SOURCE OF FUNDS
WC |
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| 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 |
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| 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% |
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| 14 |
TYPE OF REPORTING PERSON
CO |
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____________
*Includes warrants to purchase 328,418 shares of Common Stock.
| CUSIP No. 000650W300 | 13D/A |
Page 3 of 9 Pages |
1 |
NAME OF REPORTING PERSON
PARK CITY SPECIAL OPPORTUNITY FUND, LP |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
|
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| 4 |
SOURCE OF FUNDS
WC |
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| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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| 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% |
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| 14 |
TYPE OF REPORTING PERSON
PN |
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| CUSIP No. 000650W300 | 13D/A |
Page 4 of 9 Pages |
1 |
NAME OF REPORTING PERSON
PARK CITY CAPITAL, LLC |
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
|
|||
| 4 |
SOURCE OF FUNDS
OO |
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| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
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| 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 |
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____________
*Includes warrants to purchase 328,418 shares of Common Stock.
| CUSIP No. 000650W300 | 13D/A |
Page 5 of 9 Pages |
1 |
NAME OF REPORTING PERSON
PCC SOF GP, LLC |
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| 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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| CUSIP No. 000650W300 | 13D/A |
Page 6 of 9 Pages |
1 |
NAME OF REPORTING PERSON
|
|||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
|
|||
| 4 |
SOURCE OF FUNDS
PF; OO |
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| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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| 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% |
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| 14 |
TYPE OF REPORTING PERSON
IN |
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____________
*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 9 Pages |
This Amendment No. 6 (this “Amendment No. 6”) amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) 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. 6, the Schedule 13D remains unchanged.
Item 4. Purpose of Transaction.
On January 9, 2017, the Company’s cash tender offer for its outstanding 10% Convertible Subordinated Notes due April 30, 2017 (the “Convertible Notes”) at a purchase price equal to $1,000 per $1,000 principal amount of Convertible Notes purchased, plus accrued and unpaid interest on such Convertible Notes up to, but not including, the payment date, expired. The Company accepted for payment all of the Convertible Notes validly tendered. The Reporting Persons tendered all of their Convertible Notes held by the Master Fund, the principal amount of which was convertible (at a conversion price equal to $4.25 per share) into 235,294 shares of the Company’s common stock, to the Company.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own in the aggregate 1,212,692 shares of Common Stock, which represents approximately 6.1% of the Company’s outstanding shares of Common Stock. The Master Fund, the Special Opportunity Fund, and Mr. Fox (including his stock options and shares received as director compensation) directly hold the number and percentage of shares of Common Stock disclosed as beneficially owned by them in the applicable table set forth on the cover page to this Statement.
The percentage ownership of shares of Common Stock set forth in this Statement is based on the 19,938,034 shares of Common Stock issued and outstanding as of October 31, 2016, as reported in the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2016.
(b) The Master Fund beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by the Master Fund in the applicable table set forth on the cover page to this Statement.
The Special Opportunity Fund beneficially owns, and has the shared power to direct the voting and disposition of, the shares of Common Stock disclosed as beneficially owned by the Special Opportunity Fund in the applicable table set forth on the cover page to this Statement.
As adviser to the Master Fund and the Special Opportunity Fund, Park City Adviser may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the respective Funds’ shares of Common Stock. Park City Adviser expressly disclaims beneficial ownership of those Funds’ shares of Common Stock, except to the extent of its pecuniary interest therein.
As general partner of the Special Opportunity Fund, the Special Opportunity Fund GP may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Special Opportunity Fund’s shares of Common Stock. The Special Opportunity Fund GP disclaims beneficial ownership of the Special Opportunity Fund’s shares of Common Stock, except to the extent of its pecuniary interest therein.
| CUSIP No. 000650W300 | 13D/A |
Page 8 of 9 Pages |
As the managing member of Park City Adviser, which is the investment manager of the Master Fund and the Special Opportunity Fund, and as the managing member of the Special Opportunity Fund GP, which is the general partner of the Special Opportunity Fund, Mr. Fox may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Master Fund’s shares of Common Stock and the Special Opportunity Fund’s shares of Common Stock. Mr. Fox disclaims beneficial ownership of those Funds’ shares of Common Stock, except to the extent of his pecuniary interest therein. Mr. Fox also directly holds shares of Common Stock, stock options to purchase certain shares of Common Stock, and restricted shares, as set forth in the applicable table included on the cover page to this Statement. Mr. Fox has sole voting and disposition power over the shares held by him.
(c) The tender by the Reporting Persons of all of their Convertible Notes held by Park City Capital Offshore Master, Ltd. on January 9, 2017 is described in Item 4 of this Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Discussion in Item 4 of this Statement is hereby incorporated herein by reference.
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. 6, which agreement is set forth on the signature page to this Statement.
| CUSIP No. 000650W300 | 13D/A |
Page 9 of 9 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: March 27, 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 | ||||