Griffin-American Healthcare REIT IV, Inc. (Form: 424B3, Received: 07/12/2016 14:52:42)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-205960

GRIFFIN-AMERICAN HEALTHCARE REIT IV, INC.

SUPPLEMENT NO. 5 DATED JULY 12, 2016

TO THE PROSPECTUS DATED FEBRUARY 16, 2016

This document supplements, and should be read in conjunction with, our prospectus dated February 16, 2016, as supplemented by Supplement No. 4 dated June 17, 2016, which superseded and replaced all previous supplements to our prospectus. Unless otherwise defined in this Supplement No. 5, capitalized terms used have the same meanings as set forth in our prospectus. The purpose of this Supplement No. 5 is to disclose:


•	the satisfaction of our minimum offering in Washington and the status of our public offering;


•	updates to the suitability standards applicable to Iowa investors;


•	our process for the admission of stockholders and revised subscription instructions for shares of our common stock;


•	our acquisition of Auburn MOB, located in Auburn, California and our potential acquisition of Rochester Hills MOB, located in Rochester Hills, Michigan;


•	updates to our stockholder servicing fee;


•	the declaration of distributions to our stockholders; and


•	a revised form of our Subscription Agreement, attached as Exhibit B to our prospectus.

Satisfaction of Our Minimum Offering in Washington and Status of Our Public Offering

We commenced our initial public offering of shares of our common stock on February 16, 2016. Until subscriptions aggregating at least $20,000,000 were received and accepted by us, all subscription proceeds from residents of Washington were placed in escrow. The conditions of our minimum offering in Washington were satisfied on July 8, 2016, and as of such date we were able to admit Washington subscribers as stockholders. Residents of Pennsylvania will not be admitted as stockholders until we receive and accept subscriptions aggregating at least $150,000,000. Effective June 17, 2016, we are offering up to approximately $2,800,000,000 in shares of Class T common stock and $200,000,000 in shares of Class I common stock in our primary offering. We are also offering $150,000,000 in shares of our common stock pursuant to our distribution reinvestment plan, or DRIP. We reserve the right to reallocate the shares of common stock we are offering between the primary offering and the DRIP, and among classes of stock.

As of July 8, 2016, we had received and accepted subscriptions in this offering for 2,060,193 shares of Class T and Class I common stock, or approximately $20,475,000, excluding shares of our common stock issued pursuant to our DRIP. As of July 8, 2016, approximately $2,979,525,000 in shares of our common stock remained available for sale to the public pursuant to this offering, excluding shares available pursuant to the DRIP. We will sell shares of our common stock in our offering until the earlier of February 16, 2018, or the date on which the maximum offering amount has been sold; provided however, that our board of directors may extend this offering for an additional year or as otherwise permitted under applicable law.

Suitability Standards for Iowa Investors

The suitability standards applicable to Iowa investors stated in the seventh paragraph of the “Suitability Standards — General” section beginning on page i of our prospectus and all similar discussions appearing throughout our prospectus are superseded in their entirety as follows:

Iowa — An investor must have, excluding the value of the investor’s home, furnishings and automobiles, either (1) a net worth of at least $300,000 or (2) a gross annual income of at least $70,000 and a net worth of at least $100,000. In addition, an investor’s aggregate investment in shares of our common stock and any other public non-exchange traded real estate investment trust cannot exceed 10.0% of that investor’s liquid net worth. For purposes of this limitation, liquid net worth is defined as that portion of an investor’s total net worth that consists of cash, cash equivalents and readily marketable securities. Accredited investors in Iowa, as defined in 17 C.F.R. § 230.501, are not subject to this 10.0% investment limitation.

Admission of Stockholders and Revised Subscription Instructions

The “How to Subscribe” section on page iv of our prospectus and all similar discussions appearing throughout our prospectus are superseded in their entirety as follows:

Investors who meet the suitability standards described herein may subscribe for shares of our common stock as follows:


•	Review this entire prospectus and any appendices and supplements accompanying this prospectus.


•	Complete the execution copy of the Subscription Agreement. A specimen copy of the Subscription Agreement is included in this supplement as Exhibit B.


•	Deliver the full purchase price of the shares of our common stock being subscribed for in the form of checks, drafts, wire, Automated Clearing House (ACH) or money orders, along with a completed, executed Subscription Agreement, to your participating broker-dealer. For instructions on wiring funds, see the Wiring Instructions, included in this supplement as Exhibit B.

•

Make your form(s) of payment payable to “Griffin-American Healthcare REIT IV, Inc.,” except that Pennsylvania investors should make their form(s) of payment payable to “UMB Bank Escrow Agent for Griffin-American Healthcare REIT IV, Inc.” until we have received and accepted subscriptions for $150,000,000, at which point form(s) of payment should be made payable to “Griffin-American Healthcare REIT IV, Inc.”

By executing the Subscription Agreement and paying the total purchase price for the shares of our common stock subscribed for, each investor attests that he or she meets the minimum income and net worth standards we have established.

Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription, in whole or in part. An approved custodian or trustee must process and forward to us subscriptions made through IRAs, Keogh plans, 401(k) plans and other tax-deferred plans. See the “Suitability Standards” and the “Plan of Distribution — Subscription Process” sections of this prospectus for additional details on how you can subscribe for shares of our common stock.

The first paragraph of the “Plan of Distribution — Subscription Process” section on page 195 of our prospectus and all similar discussions appearing throughout our prospectus are superseded in their entirety as follows:

To purchase shares of our common stock in this offering, you must complete and sign a subscription agreement similar to the one contained in this supplement as Exhibit B. After you become a stockholder, you may purchase additional shares of our common stock by completing and signing an additional investment subscription agreement similar to the one contained in this supplement as part of Exhibit B. You should pay for your shares of our common stock by delivering the full purchase price of the shares of our common stock in the form of checks, drafts, wire, Automated Clearing House (ACH) or money orders, payable to “Griffin-American Healthcare REIT IV, Inc.,” except that Pennsylvania investors should make their form(s) of payment payable to “UMB Bank Escrow Agent for Griffin-American Healthcare REIT IV, Inc.” until we have received and accepted subscriptions for $150,000,000, at which point form(s) of payment should be made payable to “Griffin-American Healthcare REIT IV, Inc.”

Acquisitions

The following information should be read in conjunction with the discussion contained in the “Prospectus Summary — Description of Investments” section on page 7 of our prospectus and the “Investment Objectives, Strategy and Criteria — Real Estate Acquisitions” section on page 103 of our prospectus:

Acquired Property

As of July 12, 2016, we had completed one acquisition comprising one building, or approximately 19,000 square feet of gross leasable area, or GLA, for an aggregate purchase price of $5,450,000, as listed below:

Acquisition(1)

Type of

Property

GLA

(Sq Ft)

Occupancy

Date Acquired

Contract

Purchase Price

Property Taxes(2)

Location

Auburn MOB

Medical Office

19,000

100%

06/28/16

5,450,000

64,000

Auburn, CA

___________

(1) We own 100% of the property acquired.

(2) Represents the real estate taxes on the property for 2015.

On June 28, 2016, we acquired Auburn MOB, a single-story medical office building located in Auburn, California, for an aggregate purchase price of $5,450,000, plus closing costs, from an unaffiliated third party. Built in 1997, Auburn MOB is located within close proximity to Sutter Auburn Faith Hospital, as well as various assisted living and memory care facilities. As of July 2016, Auburn MOB is 100% leased to The Regents of the University of California for the benefit of UC Davis Medical Group, with such lease expiring in 2020. Medical services provided at Auburn MOB include family medicine, internal medicine, pediatrics, cardiology, obstetrics/gynecology and orthopaedics.

We financed the purchase of Auburn MOB using funds raised through this offering. We paid our advisor a base acquisition fee of 2.25% of the contract purchase price of the property. We also accrued for a contingent advisor payment of 2.25% of the contract purchase price of the property, which shall be paid to our advisor subject to the satisfaction of certain conditions as described more fully in our prospectus. AHI Management Services, Inc., or AHI Management Services, a subsidiary of American Healthcare Investors, LLC, our co-sponsor and the managing member of our advisor, will provide property management oversight services and receive a property management oversight fee of 1.5% of the gross monthly cash receipts with respect to Auburn MOB. Among other things, AHI Management Services has the authority to negotiate and enter into leases of our properties on our behalf (in substantial conformance with approved leasing parameters and the operating plan), to incur costs and expenses, to authorize payment of property cash flow or reserves and to require that we provide sufficient funds for the payment of operating expenses. Other affiliates of ours may receive additional fees or other compensation as a result of our property acquisition in accordance with the compensation provisions described in our prospectus.

Potential Acquisition

As of July 12, 2016, we, through our subsidiary, entered into a purchase and sale agreement for the acquisition of the following property from an unaffiliated third party:

Property Name

Type of

Property

GLA

(Sq Ft)

Current

Occupancy

Contract

Purchase Price

Date of Purchase

Agreement

Location

Rochester Hills MOB

Medical Office

30,000

93%

8,300,000

06/20/16

Rochester Hills, MI

On June 20, 2016, we, through GAHC4 Rochester Hills MI MOB, LLC, our wholly owned subsidiary, entered into a Real Estate Purchase Agreement and Escrow Instructions, or the Purchase Agreement, with 6700 N. Rochester, LLC, or seller, and Chicago Title Insurance Company, as escrow agent, for the purchase of Rochester Hills MOB, an approximately 30,000-square-foot medical office building located in Rochester Hills, Michigan, for a purchase price of $8,300,000, plus closing costs. Rochester Hills MOB is approximately 93% leased to seven tenants, the largest of which are William Beaumont Hospital, Richards & Richardson, PC and Paint Creek Obstetrics & Gynecology, PC. Medical services provided at Rochester Hills MOB include dialysis, imaging, laboratory services, physical therapy, radiology and minimally invasive surgery. We are not affiliated with seller or Chicago Title Insurance Company.

The material terms of the Purchase Agreement include: (i) a due diligence period of 30 days from the effective date of the Purchase Agreement; (ii) an initial deposit of $150,000 due within three business days after the effective date of the Purchase

Agreement and an additional deposit of $150,000 after the expiration of the due diligence period, which shall be applied to the purchase price and is nonrefundable except in limited circumstances, such as seller’s breach of the Purchase Agreement or our failure to obtain final loan assumption approval; (iii) a closing date within 14 days following the expiration of the due diligence period or loan assumption approval period, as applicable; (iv) the assumption of an existing loan as evidenced by a note having an outstanding principal balance of approximately $4,303,000 as of June 20, 2016; (v) a right to terminate the Purchase Agreement, in our sole discretion, at any time prior to or on the expiration of the due diligence period; (vi) a hold back provision providing that Chicago Title Insurance Company shall hold back the sum of $100,000 from the purchase price to be placed in an interest-bearing account for a period beginning on the closing date until the expiration of Seller’s Representation, Warranty and Covenant Survival Period, as defined in the Purchase Agreement, or nine months after the closing date, which funds shall serve as the source of payment for any post-closing claims we may have against seller; and (vii) in the event that seller is in default, the right for us to either: proceed to closing with no reduction in the purchase price and seek specific performance, or terminate the Purchase Agreement and recover the full deposit and, in the event seller’s default is the result of intentional fraud or willful misconduct, receive reimbursement of out-of-pocket costs up to $80,000. The Purchase Agreement also contains additional covenants, representations and warranties that are customary of real estate purchase and sale agreements.

We expect that AHI Management Services will provide property management oversight services and receive a property management oversight fee of 1.5% of the gross monthly cash receipts with respect to Rochester Hills MOB. We intend to finance the purchase of Rochester Hills MOB through the assumption of a loan with a principal outstanding balance of approximately $4,303,000 as of June 20, 2016 and from funds raised through this offering. We also anticipate paying an acquisition fee based on the purchase price of the property to our advisor in connection with the acquisition of such property, as described in our prospectus. We anticipate closing this potential acquisition in the third quarter of 2016; however, we can give no assurance that the closing will occur within this timeframe, or at all. The potential acquisition is subject to substantial conditions to closing. Our decision to consummate the acquisition will generally depend upon:


•	the satisfaction of the conditions to the acquisition contained in the Purchase Agreement;


•	no material adverse change occurring relating to the property, the tenants or in the local economic conditions;


•	our receipt of sufficient net proceeds from this offering and financing proceeds to make the acquisition; and


•	our receipt of satisfactory due diligence information, including appraisals, environmental reports and lease information.

Due to the considerable conditions that must be satisfied in order to acquire Rochester Hills MOB, we cannot give any assurances that the closing of this acquisition is probable.

In evaluating Rochester Hills MOB as an acquisition or potential acquisition and determining the appropriate amount of consideration to be paid for the property, we have considered a variety of factors including the overall valuation based on net operating income, location, demographics, quality of tenants, length of leases, price per square foot, occupancy and the fact that the overall rental rate at the property is comparable to market rates. We believe that the property is well located, well maintained and has been professionally managed. Rochester Hills MOB will be subject to competition from similar medical office buildings within its market area, and its economic performance could be affected by changes in local economic conditions. We have not considered any other factors materially relevant to our decision to acquire Rochester Hills MOB.

Stockholder Servicing Fee

The following row supersedes and replaces the “Stockholder Servicing Fee” row in the table contained in the “Prospectus Summary — Compensation to Our Advisor, Our Dealer Manager and Their Affiliates” section beginning on page 13 of our prospectus and the table contained in the “Compensation Table” section beginning on page 104 of our prospectus. In addition, all similar references to the determination of the stockholder servicing fee contained in our prospectus are hereby revised accordingly.



Type of Compensation (Recipient)	Description and Method of Computation	Estimated Dollar Amount for Maximum Offering(1)
Acquisition and Development Stage

Stockholder Servicing Fee (our dealer manager)	A quarterly fee with respect to Class T shares that will accrue daily in an amount equal to 1/365 ^th of 1.0% of the most recent purchase price per share of Class T shares sold in our primary offering up to a maximum of 4.0% in the aggregate. We will cease paying the stockholder servicing fee with respect to the Class T shares sold in this offering at the earliest of (i) the date at which the aggregate underwriting compensation from all sources equals 10.0% of the gross proceeds from the sale of shares in our primary offering ( i.e. , excluding proceeds from sales pursuant to the DRIP); (ii) the fourth anniversary of the last day of the fiscal quarter in which our initial public offering (excluding the DRIP offering) terminates; (iii) the date that such Class T share is redeemed or is no longer outstanding; or (iv) the occurrence of a merger, listing on a national securities exchange, or an extraordinary transaction. We cannot predict if or when this will occur. Our dealer manager may, in its discretion, reallow to participating broker-dealers all or a portion of the stockholder servicing fee for services that such participating broker-dealers perform in connection with the shares of our Class T common stock. No stockholder servicing fee shall be paid with respect to Class I shares or shares sold pursuant to the DRIP.	$112,000,000

Declaration of Distributions

The following information should be read in conjunction with the discussion contained in the “Prospectus Summary — Distribution Policy” section on page 20 of our prospectus and the “Description of Capital Stock — Distribution Policy” section on page 173 of our prospectus:

On June 28, 2016, our board of directors authorized a daily distribution to our Class T stockholders of record as of the close of business on each day of the period commencing on July 1, 2016 and ending September 30, 2016 and to our Class I stockholders of record as of the close of business on each day of the period commencing on the date that the first Class I share is sold and ending on September 30, 2016.

The daily distributions will be calculated based on 365 days in the calendar year and will be equal to $0.001643836 per share of our Class T and Class I common stock. These distributions will be aggregated and paid in cash or shares of our common stock pursuant to our DRIP monthly in arrears. The distributions to our Class T stockholders declared for each record date in the July 2016, August 2016 and September 2016 periods will be paid in August 2016, September 2016 and October 2016, respectively, only from legally available funds. The distributions to our Class I stockholders, if any, declared for each record date in the June 2016, July 2016, August 2016 and September 2016 periods will be paid in July 2016, August 2016, September 2016 and October 2016, respectively, only from legally available funds.

Subscription Agreement

The form of Subscription Agreement contained in Exhibit B of our prospectus is hereby superseded and replaced with the revised form of subscription agreement attached to this supplement as Exhibit B.

EXHIBIT B

B-1

B-2

B-3

B-4

B-5

B-6

B-7

B-8

B-9

B-10

B-11