snh_13g.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NX553EZeC55R6HYOkWzg/8/kbeL8FfxzzqzfcUaaWgZkd967LPLOCcGEKrLs7YQi 15emXs6KQLRbSxvGaAK6uQ== 0000908737-09-000182.txt : 20090812 0000908737-09-000182.hdr.sgml : 20090812 20090812153445 ACCESSION NUMBER: 0000908737-09-000182 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090812 DATE AS OF CHANGE: 20090812 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SENIOR HOUSING PROPERTIES TRUST CENTRAL INDEX KEY: 0001075415 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043445278 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 6173323990 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIVE STAR QUALITY CARE INC CENTRAL INDEX KEY: 0001159281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 043516029 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-62369 FILM NUMBER: 091006704 BUSINESS ADDRESS: STREET 1: 400 CENTRE STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617 796 8387 MAIL ADDRESS: STREET 1: 400 CENTRE ST CITY: NEWTON STATE: MA ZIP: 02458 SC 13G 1 snh_13g.htm snh_13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

Five Star Quality Care, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

33832D106

(CUSIP Number)

August 12, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

		Rule 13d-1(b)

	X	Rule 13d-1(c)

		Rule 13d-1(d)

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

CUSIP No. 33832D106

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Page 2 of 12 Pages

1.	Names of Reporting Persons Senior Housing Properties Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (See Instructions)			(a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship of Place of Organization Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 3,235,000
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 3,235,000
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,235,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)			¨
11.	Percent of Class Represented by Amount in Row (9) 9.1%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 33832D106

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Page 3 of 12 Pages

1.	Names of Reporting Persons Reit Management & Research LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (See Instructions)			(a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship of Place of Organization Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)			ý
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 33832D106

13G

Page 4 of 12 Pages

1.	Names of Reporting Persons Reit Management & Research Trust
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (See Instructions)			(a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship of Place of Organization Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)			ý
11.	Percent of Class Represented by Amount in Row (9) 0%
12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 33832D106

13G

Page 5 of 12 Pages

1.	Names of Reporting Persons Barry M. Portnoy
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (See Instructions)			(a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship of Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 168,122
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 168,122
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 168,122
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)			ý
11.	Percent of Class Represented by Amount in Row (9) Less than 1%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 33832D106

13G

Page 6 of 12 Pages

1.	Names of Reporting Persons Adam D. Portnoy
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (See Instructions)			(a) ¨ (b) ¨
3.	SEC Use Only
4.	Citizenship of Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	Sole Voting Power 24,000
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 24,000
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,000
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)			ý
11.	Percent of Class Represented by Amount in Row (9) Less than 1%
12.	Type of Reporting Person (See Instructions) IN

CUSIP No. 33832D106

13G

Page 7 of 12 Pages

Item 1(a).

Name of Issuer:

Five Star Quality Care, Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

400 Centre Street

Newton, MA 02458

Item 2(a).

Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(1) Senior Housing Properties Trust (“SNH”)

(2) Reit Management & Research LLC (“RMR”)(the manager of SNH)

(3) Reit Management & Research Trust (“RMR Trust”)(the sole member of RMR)

(4) Barry M. Portnoy (a director of the Issuer, a managing trustee of SNH, the Chairman and a director of RMR, and the Chairman, majority beneficial owner and a trustee of RMR Trust)

(5) Adam D. Portnoy (a managing trustee of SNH, the President and Chief Executive Officer and a director of RMR, and the President and Chief Executive Officer, a beneficial owner and a trustee of RMR Trust)

Item 2(b).

Address of Principal Offices or, if None, Residence:

The address of each Reporting Person is:

400 Centre Street

Newton, MA 02458

Item 2(c).

Citizenship:

SNH is a Maryland real estate investment trust.

RMR is a Delaware limited liability company.

RMR Trust is a Massachusetts business trust.

Barry M. Portnoy is a United States citizen.

Adam D. Portnoy is a United States citizen.

Item 2(d).

Title of Class of Securities:

Common stock, $.01 par value per share

Item 2(e).

CUSIP Number:

33832D106

CUSIP No. 33832D106

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Page 8 of 12 Pages

Item 3.

If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:

Not Applicable

(a)		Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)		Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)		A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (15 U.S.C. 1813);

(i)		A church plan that is excluded from the definition of an investment company under Section
		3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)		A non-U.S. institution in accordance with § 204.13d-1(b)(1)(ii)(J);

(k)		Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with § 204.13d-1(b)(1)(ii)(J), please specify the type of institution:__________________________________________________________________________

Item 4.

Ownership.

(a) Amount beneficially owned:

SNH beneficially owns 3,235,000 Shares of Common Stock of the Issuer, which it acquired pursuant to a lease realignment agreement with the Issuer, entered into on August 4, 2009.

Neither RMR nor RMR Trust holds any Shares of Common Stock of the Issuer. RMR, as manager of SNH, and RMR Trust, as the sole member of RMR, may, under applicable regulatory definitions, be deemed to beneficially own (and have shared voting and dispositive power over) the 3,235,000 Shares of Common Stock beneficially owned by SNH, but each disclaims such beneficial ownership.

Mr. Barry Portnoy beneficially owns 168,122 Shares of Common Stock of the Issuer. Mr. Adam Portnoy beneficially owns 24,000 Shares of Common Stock of the Issuer (of which 14,000 are subject to vesting requirements and will become fully vested, subject to the lapse of certain contingencies, annually through 2012). In their respective positions with RMR and RMR Trust described in Item 2(a) above, Mr. Barry Portnoy and Mr. Adam Portnoy may also be deemed to beneficially own (and have shared voting and dispositive power over) the 3,235,000 Shares of Common Stock beneficially owned by SNH, but each disclaims such beneficial ownership.

CUSIP No. 33832D106

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Page 9 of 12 Pages

(b) Percent of class:

SNH beneficially owns approximately 9.1% of the Issuer’s Common Stock.

Each of Mr. Barry Portnoy and Mr. Adam Portnoy beneficially owns less than 1% of the Issuer’s Common Stock, and RMR and RMR Trust beneficially own none of the Issuer’s Common Stock. Reference is made to Item 4(a) above as to the Issuer’s Common Stock beneficially owned by SNH that may, under applicable regulatory definitions, be deemed to be beneficially owned by RMR, RMR Trust, Mr. Barry Portnoy or Mr. Adam Portnoy. If all such Shares of Common Stock were beneficially owned by such persons, their respective percentage beneficial ownership of the Issuer’s Common Stock would be approximately 9.1%, 9.1%, 9.6% and 9.2%.

(i) Sole power to vote or direct the vote:

	SNH:	3,235,000
	RMR:	0
	RMR Trust:	0
	Barry M. Portnoy:	168,122
	Adam D. Portnoy:	24,000

(ii) Shared power to vote or direct the vote:

	SNH:	0
	RMR:	0
	RMR Trust:	0
	Barry M. Portnoy:	0
	Adam D. Portnoy:	0

(iii) Sole power to dispose or to direct the disposition of:

	SNH:	3,235,000
	RMR:	0
	RMR Trust:	0
	Barry M. Portnoy:	168,122
	Adam D. Portnoy:	24,000

(iv) Shared power to dispose or to direct the disposition of:

	SNH:	0
	RMR:	0

CUSIP No. 33832D106

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Page 10 of 12 Pages

	RMR Trust:	0
	Barry M. Portnoy:	0
	Adam D. Portnoy:	0

Reference is made to Item 4(a) above as to the Issuer’s Common Stock beneficially owned by SNH which may, under applicable regulatory definitions, be deemed to be beneficially owned by RMR, RMR Trust, Mr. Barry Portnoy or Mr. Adam Portnoy.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 33832D106

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Page 11 of 12 Pages

SIGNATURE

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.

August 12, 2009

(Date)

SENIOR HOUSING PROPERTIES TRUST

/s/ Richard A. Doyle

(Signature)

Richard A. Doyle, Treasurer and Chief Financial Officer

(Name/Title)

REIT MANAGEMENT & RESEARCH LLC

/s/ Adam D. Portnoy

(Signature)

Adam D. Portnoy, President and Chief Executive Officer

(Name/Title)

REIT MANAGEMENT & RESEARCH TRUST

/s/ Adam D. Portnoy

(Signature)

Adam D. Portnoy, President and Chief Executive Officer

(Name/Title)

BARRY M. PORTNOY

/s/ Barry M. Portnoy

(Signature)

ADAM D. PORTNOY

/s/ Adam D. Portnoy

(Signature)

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

CUSIP No. 33832D106

13G

Page 12 of 12 Pages

EXHIBIT INDEX

Exhibit		Description

99(a)		Joint Filing Agreement, dated as of August 12, 2009, by and among Senior Housing Properties Trust, Reit Management & Research LLC, Reit Management & Research Trust, Barry M. Portnoy and Adam D. Portnoy.

EX-99.A 2 ex99-a.htm ex99-a.htm

Exhibit 99(a)

JOINT FILING AGREEMENT

The undersigned hereby agree that the Schedule 13G with respect to the Common Stock, $.01 par value per share, of Five Star Quality Care, Inc., dated as of August 12, 2009, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

August 12, 2009

(Date)

SENIOR HOUSING PROPERTIES TRUST

/s/ Richard A. Doyle

(Signature)

Richard A. Doyle, Treasurer and Chief Financial Officer

(Name/Title)

REIT MANAGEMENT & RESEARCH LLC

/s/ Adam D. Portnoy

(Signature)

Adam D. Portnoy, President and Chief Executive Officer

(Name/Title)

REIT MANAGEMENT & RESEARCH TRUST

/s/ Adam D. Portnoy

(Signature)

Adam D. Portnoy, President and Chief Executive Officer

(Name/Title)

BARRY M. PORTNOY

/s/ Barry M. Portnoy

(Signature)

ADAM D. PORTNOY

/s/ Adam D. Portnoy

(Signature)

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