t69349_sc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 14)

Under the Securities Exchange Act of 1934

AdCare Health Systems, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

00650W300

(CUSIP Number)

Christopher F. Brogdon

Connie B. Brogdon

345 Heards Ferry Road NW

Atlanta, GA 30328-4716

(404) 386-9607

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 23, 2010

(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 ¨.

*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 the disclosures provided in a prior cover page.

The information required in 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 the that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 6 Pages

CUSIP No. 00650W300

1.	NAMES OF REPORTING PERSONS Christopher F. Brogdon
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 1,493,334
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 1,493,334

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,493,334
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 3 of 6 Pages

CUSIP No. 00650W300

1.	NAMES OF REPORTING PERSONS Connie B. Brogdon
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)	(a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF, OO
5.	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 1,493,334
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 1,493,334

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,493,334
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.7%
14.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 4 of 6 Pages

Explanatory Note:

	This Amendment No. 14 to Schedule 13D (this “Amendment”) amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Securities and Exchange Commission on April 16, 2008 (the “Initial Statement”), as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 , Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12, and Amendment No. 13 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on May 8, 2008, June 4, 2008, July 15, 2008, August 21, 2008, March 24, 2009, June 18, 2009, July 10, 2009, August 4, 2009, September 15, 2009, November 19, 2009, December 31, 2009, February 18, 2010, and July 19, 2010, respectively (together, the “Previously Filed Amendments”). This Amendment is being made to disclose acquisitions by the Reporting Persons of additional warrants to purchase Common Stock that were not previously reported on the Initial Statement or the Previously Filed Amendments. Capitalized terms used in this Amendment but not otherwise defined herein have the meanings ascribed to such terms in the Initial Statement. Except as otherwise set forth herein, this Amendment does not modify any of the information previously reported by the Reporting Persons in the Initial Statement or the Pre viously Filed Amendments.

Item 3.	Source and Amount of Funds or Other Consideration.

	The Reporting Persons reported the acquisition of beneficial ownership of 56,505 shares of Common Stock and warrants to purchase 24,100 shares of Common Stock for cash in an aggregate amount of $135,251.43 using personal funds available on hand.

Item 5.	Interest in Securities of the Issuer.

	(a).-(b).	As of the date of this Amendment, the Reporting Persons held 494,442 shares of Common Stock and warrants to purchase 998,892 shares of Common Stock, which represents approximately 16.7% of the outstanding Common Stock as of November 2, 2010. The calculation of this percentage is based on 7,959,415 shares of Common Stock outstanding as of November 2, 2010, as disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.

		Each of the Reporting Persons may be deemed to beneficially own an aggregate of 1,493,334 shares of Common Stock, comprised of (i) 82,489 shares of Common Stock held of record by Mr. Brogdon; (ii) 85,392 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon at an exercise price of $2.50 per share; (iii) 100,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon at an exercise price of $3.00 per share; (iv) 100,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of warrants vesting on September 24, 2010 held by Mr. Brogdon at an exercise price of $4.00 per share; (v) 100,000 shares of Common Stock that may be acquired by Mr. Brogdon upon the exercise of warrants vesting on September 24, 2011 held by Mr. Brogdon at an exercise price of $5.00 per share; (vi) 394,628 shares of Common Stock held of record by Ms. Brogdon; (vii) 499,600 shares of Common Stock that may be acquired by Ms. Brogdon upon the exercise of presently exercisable warrants held by Ms. Brogdon at an exercise price of $2.50 per share; (viii) 17,325 shares of Common Stock held of record by Ms. Brogdon as custodian for the benefit of the Reporting Persons’ minor child under the Uniform Gift to Minors Act; and (ix) 113,900 shares of Common Stock that may be acquired by Ms. Brogdon upon the exercise of presently exercisable warrants held by Mr. Brogdon as custodian for the benefit of the Rep orting Persons’ minor child under the Uniform Gift to Minors Act at an exercise price of $2.50 per share. The warrants referred to in subsections (iii), (iv) and (v) of this paragraph were issued to Mr. Brogdon in connection with his being appointed a director of the Issuer in September 2009. The warrants referred to in subsections (ii), (vii) and (ix) of this paragraph were amended on December 21, 2009, reducing the exercise price of such warrants from $5.40 per share to $2.50 per share as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2009.

		The Cover Pages of this Amendment are incorporated herein by reference.

Page 5 of 6 Pages

(c).

The following table sets forth all transactions by the Reporting Persons with respect to the Common Stock that were not previously reported in the Initial Statement or the Previously Filed Amendments.

Trade Date	Number of Shares or Warrants Purchased	Purchase Price Per Share or Warrant	How Purchase Effected	Reporting Person
07/16/2010	2,000	$3.500	Open market	Ms. Brogdon
07/22/2010	900	$3.450	Open market	Ms. Brogdon
07/23/2010	100	$3.450	Open market	Ms. Brogdon
07/27/2010	2,000	$3.450	Open market	Ms. Brogdon
07/27/2010*	5,000	$1.300	Open market	Ms. Brogdon
08/06/2010	1,900	$3.600	Open market	Ms. Brogdon
08/11/2010	2,000	$3.450	Open market	Ms. Brogdon
08/16/2010	2,000	$3.350	Open market	Ms. Brogdon
08/23/2010	2,000	$3.240	Open market	Ms. Brogdon
08/31/2010	2,200	$3.295	Open market	Ms. Brogdon
09/01/2010	2,000	$3.400	Open market	Ms. Brogdon
09/02/2010	3,000	$3.393	Open market	Ms. Brogdon
09/09/2010	800	$3.380	Open market	Ms. Brogdon
9/09/2010*	900	$1.400	Open market	Ms. Brogdon
09/10/2010	2,000	$3.400	Open market	Ms. Brogdon
09/13/2010*	200	$1.450	Open market	Ms. Brogdon
09/17/2010	3,000	$3.200	Open market	Ms. Brogdon
10/01/2010	1,070	$3.450	Open market	Ms. Brogdon
10/13/2010	2,000	$3.630	Open market	Ms. Brogdon
10/15/2010*	1,000	$1.350	Open market	Ms. Brogdon
10/15/2010**	18,437	$0.000	Stock Dividend	Ms. Brogdon
10/15/2010**	3,928	$0.000	Stock Dividend	Mr. Brogdon
10/15/2010***	825	$0.000	Stock Dividend	Ms. Brogdon
10/18/2010*	4,000	$1.230	Open market	Ms. Brogdon
10/22/2010*	10,000	$1.350	Open market	Ms. Brogdon
10/25/2010	345	$3.590	Open market	Ms. Brogdon
10/26/2010	2,000	$3.600	Open market	Ms. Brogdon
11/12/2010	2,000	$4.230	Open market	Ms. Brogdon
11/23/2010*	3,000	$2.000	Open market	Ms. Brogdon

____________

*	Represents purchase of warrants to purchase shares of Common Stock.

**	Represents common stock issued to the Reporting Person as a result of a 5% stock dividend declared by the Issuer on August 11, 2010 with respect to all holders of the Issuer’s common stock as of September 30, 2010.

***	Represents common stock issued to Ms. Brogdon, as custodian for the benefit of the Reporting Persons’ minor child under the Uniform Gift to Minors Act, as a result of a 5% stock dividend declared by the Issuer on August 11, 2010 with respect to all holders of the Issuer’s common stock as of September 30, 2010.

	(d).	Not applicable.

	(e).	Not applicable.

Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		November 29, 2010
		(Date)

		/s/ Christopher F. Brogdon
		(Signature)

		Christopher F. Brogdon

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		November 29, 2010
		(Date)

		/s/ Connie B. Brogdon
		(Signature)

		Connie B. Brogdon