Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Fox Michael J
 2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2013		 3. Issuer Name and Ticker or Trading Symbol
ADCARE HEALTH SYSTEMS, INC [ADK]
(Last)
(First)
(Middle)
C/O PARK CITY CAPITAL, LLC, 200 CRESCENT COURT SUITE 1575		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75201		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, no par value 562,250 (1)
I
Park City Capital Offshore Master, Ltd.
Common Stock, no par value 102,250 (1)
I
Park City Special Opportunity Fund, LP
Common Stock, no par value 85,500 (1)
I
CCM Opportunistic Partners, LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fox Michael J
C/O PARK CITY CAPITAL, LLC
200 CRESCENT COURT SUITE 1575
DALLAS, TX 75201		   X      

Signatures

/s/ Michael J. Fox 10/15/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) As the managing member of Park City Capital, LLC, which is the investment manager of Park City Capital Offshore Master, Ltd. (the "Master Fund"), and Park City Special Opportunity Fund, LP (the "Special Opportunity Fund"), and the sub-investment advisor to CCM Opportunistic Partners, LP (the "CCM Opportunistic Fund"), and as the managing member of PCC SOF GP, LLC, which is the general partner of the Special Opportunity Fund, Mr. Fox may be deemed the beneficial owner of the (1) 562,250 Shares owned by the Master Fund, (2) 102,250 Shares owned by the Special Opportunity Fund, and (3) 85,500 Shares owned by the CCM Opportunistic Fund.

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