Amended Statement of Beneficial Ownership (sc 13d/a)
January 23 2018 - 1:16PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13D
(Rule 13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13
d
-1(
a
)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13
d
-2(
a
)
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
GLOBAL
HEALTHCARE REIT, INC.
(Name of Issuer)
Common Stock, par value $0.05 per share
(Title of Class of Securities)
37953J107
(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)
January 22, 2018
(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.
37953J107
|
13D
|
Page 2 of 6 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
None
|
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
|
CUSIP No.
37953J107
|
13D
|
Page 3 of 6 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
None
|
|
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
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IA
|
|
|
|
|
|
|
CUSIP No.
37953J107
|
13D
|
Page 4 of 6 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
None
|
|
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 POWER
0
|
8
|
SHARED VOTING POWER
0
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
0
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
0
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
|
|
|
|
|
CUSIP No.
37953J107
|
13D
|
Page 5 of 6 Pages
|
Item 1. Security and Issuer.
This Amendment No.
1 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 1”) amends the Statement of Beneficial
Ownership on Schedule 13D filed by the Reporting Persons on January 10, 2014 (as amended, the “Schedule 13D” or this
“Statement”), with respect to the Common Stock, par value $0.05 per share (the “Common Stock”), of Global
Healthcare REIT, Inc., a Utah corporation (the “Company”). Capitalized terms used but not defined in this Amendment
No. 1 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 1, the Schedule
13D remains unchanged.
This Amendment No.
1 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons as the Reporting
Persons beneficially own less than five percent of the shares of Common Stock.
Item 5. Interest in Securities of the
Issuer.
(a)
-
(b) As
of January 22, 2018, the Reporting Persons no longer beneficially own any shares of Common Stock.
(c) On
January 22, 2018, the Master Fund sold 1,333,334 shares of Common Stock through the open market at a price per share of $0.3037
for total aggregate proceeds of approximately $404,934 (including brokerage commissions).
(e) As
of January 22, 2018, the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common
Stock.
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. 1, which agreement is set forth on the signature page to this Statement.
CUSIP No.
37953J107
|
13D
|
Page 6 of 6 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: January 23, 2018
PARK CITY CAPITAL OFFSHORE MASTER, LTD.
|
|
|
|
By:
|
/s/ Michael J. Fox
|
|
|
Michael J. Fox,
|
|
|
Director
|
|
PARK CITY CAPITAL, LLC
|
|
|
|
By:
|
/s/ Michael J. Fox
|
|
|
Michael J. Fox,
|
|
|
Manager
|
|
MICHAEL J. FOX
|
|
|
|
By:
|
/s/ Michael J. Fox
|
|
|
Michael J. Fox
|
|
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