SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________

Amendment No. 1

to

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

___________________

AMERICAN REALTY CAPITAL HEALTHCARE TRUST III, INC.

(Name of Subject Company)

MACKENZIE REALTY CAPITAL, INC.

(Bidders)

SHARES OF COMMON STOCK

(Title of Class of Securities)

None or unknown

(CUSIP Number of Class of Securities)

_______________________

	Copy to:
Christine Simpson	Chip Patterson, Esq.
MacKenzie Capital Management, LP	MacKenzie Capital Management, LP
1640 School Street	1640 School Street
Moraga, California  94556	Moraga, California  94556
(925) 631-9100 ext. 1024	(925) 631-9100 ext. 1006

(Name, Address, and Telephone Number of

Person Authorized to Receive Notices and

Communications on Behalf of Bidder)

Calculation of Filing Fee

		Transaction	Amount of
		Valuation*	Filing Fee
		$2,410,000	$279.32
*	For purposes of calculating the filing fee only.  Assumes the purchase of 200,000 Shares at a purchase price equal to $12.05 per Share in cash.
[X]	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid:  $279.32
	Form or Registration Number:  SC TO-T
	Filing Party: MacKenzie Realty Capital, Inc.
	Date Filed:  May 22, 2017
[ ]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
[X]	third party tender offer subject to Rule 14d-1.
[ ]	issuer tender offer subject to Rule 13e-4.
[ ]	going private transaction subject to Rule 13e-3
[ ]	amendment to Schedule 13D under Rule 13d-2
	Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]
	If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
[ ]	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
[ ]	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

AMENDMENT NO. 1 TO TENDER OFFER

This Amendment No. 1 to the Tender Offer Statement on Schedule TO relates to the offer (the "Offer") by: MacKenzie Realty Capital, Inc.  (collectively the "Purchasers") to purchase up to 200,000 shares of common stock (the "Shares") in American Realty Capital Healthcare Trust III, Inc. (the "Corporation"), the subject company.

This Amendment No. 1 is to revise the Form of Letter to Shareholders dated May 22, 2017.

Item 12.Exhibits.

(a)(1)	Offer to Purchase dated May 22, 2017*
(a)(2)	Assignment Form*
(a)(3)	Form of Letter to Shareholders dated May 22, 2017*
(a)(4) (a)(5)	Form of advertisement in Investor's Business Daily* Revised Form of Letter to Shareholders dated May 25, 2017
*	Previously filed on May 22, 2017

SIGNATURES

After due 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.

Dated:May 25, 2017

MacKenzie Realty Capital, Inc.

By: /s/ Chip Patterson

Chip Patterson, Secretary

EX-99.(A)(5)

May 22, 2017

RE: Get cash now from your American Realty Capital Healthcare Trust III investment.

Dear Investor,

Good news!  Now you can sell your ARC Healthcare Trust III, Inc. investment and regain control of your money.  Right now, MacKenzie Realty Capital, Inc. will pay you $12.05 per Share. Now you can do what you want with your money—move it to a more liquid investment, pay off your bills, or buy something you really need-and quit waiting for ARC to decide if or when you get your money back. Butthis offer expires on July 14, 2017, so you must act soon.

Why take advantage of this opportunity today?

· Guarantee your cash now. ARC Healthcare Trust III has an infinite life, and though it is undergoing a strategic review process there is no guarantee that it will result in an opportunity for you to sell or liquidate your shares soon.  Sell today and ensure you get your money out from this security.

· The share repurchase program was oversubscribed last year. Requests to repurchase approximately 200,000 shares went unfulfilled earlier this year, and DRIP has been suspended during Strategic Review, further reducing funds available for repurchases.

· Regain control over your investments. It's your money, but you can't access it. Now you can move your money into a more liquid investment or simply cash out and pay your bills.

· Sell without broker fees or commissions. Most secondary market sales (which do not necessarily correspond with the Purchase Price) incur fees and commissions of up to 7% of the sale price and are subject to a $150 - $200 minimum fee per trade. With us, these fees and commissions are eliminated.

If you act today, you can get your cash now. We will mail your check within three business days after ARC confirms the transfer.  MacKenzie has been in the business of buying private real estate investments for over 25 years and has successfully cashed-out tens of thousands of investors like you. Our advisory affiliate is a registered investment adviser with the SEC and has over $200 million under management. There are no financing contingencies with this offer.

Please carefully read the Offer to Purchase and Assignment Form. If you choose to sell your Shares to us, please fill out the enclosed form and return it to us today so we can send you your money. If you have any questions, please email us at offers@mackenziecapital.com or call us at (925) 631-9100.

Sincerely,

Robert Dixon

President

P.S. Remember, this offer expires July 14, 2017 (unless extended). So don't delay. Fill out and mail in the ARC Healthcare Trust III Assignment Form today so we can transfer the Shares and rush you a check once the Offer expires.

The Purchasers are offering to purchase for cash up to 200,000 Shares at a price of $12.05 per Unit, upon the terms and subject to the conditions set forth in Purchasers' Offer to Purchase and in the related Assignment Form, which you should read, available at the SEC's EDGAR website, at www.mackenziecapital.com/tenders/ARCHTIII.pdf, and by calling or writing us for a free copy.  The Purchasers are making this offer in view of making a profit, so the price offered is below the REIT's estimated $20.17 per Share value, but there can be no assurance as to the actual value of a Share until the REIT liquidates.  If you tender your Shares, you are giving up any rights to distributions after the Expiration Date in exchange for the purchase price.

THE OFFERS AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., PACIFIC TIME, ON July 14, 2017, unless and until Purchasers, in their sole discretion, shall have extended the period of time for which the Offer is open.  Tenders of Units made pursuant to the Offer is irrevocable, except that Unitholders who tender their Units in response to the Offer will have the right to withdraw their tendered Units at any time prior to the Expiration Date by sending us a written or facsimile transmission notice of withdrawal identifying the name of the person who tendered Units to be withdrawn, signed by the same persons and in the same manner as the Assignment Form tendering the Units to be withdrawn. The Offer contains terms and conditions and the information required by Rule 14d-6(d)(1) under the Exchange Act which are incorporated herein by reference. The Tender Offer Documents contain important information which should be read carefully before any decision is made with respect to the Offer.