Page 7 of 9 – SEC Filing
| 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.
