Peter A. Elwell Form 4/A Summit Healthcare REIT / PETER A. ELWELL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ELWELL PETER A.

(Last) (First) (Middle)

2 SOUTH POINTE DR.

SUITE 100

(Street)

LAKE FOREST CA 92630

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Healthcare REIT, Inc [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/21/2015

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option(1)	$1.72	12/17/2015		A		100,000		(2)	12/16/2025	Common Stock	100,000	$0.00	100,000	D

Explanation of Responses:

1. The options were granted pursuant to the Summit Healthcare REIT, Inc. 2015 Omnibus Incentive Plan.

2. The options are exercisable as follows: (a) 33,000 commencing on December 17, 2015 (b) and the remaining 67,000 in 24 equal monthly installments commencing on January 1, 2016.

Remarks:

This Form 4A corrects Footnote 2 in the original Form 4 dated and filed December 21, 2015 with respect to the number of options exercisable, previously reported as (a) 33,333 commencing on December 17, 2015 (b) and the remaining 66,667 in 24 equal monthly installments commencing on January 1, 2016.

	/s/ Peter Elwell	12/22/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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