SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(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. 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 | ||