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

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)*

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.

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

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

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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.

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.

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.

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