0001415889-23-005169.txt : 20230320
0001415889-23-005169.hdr.sgml : 20230320
20230320092454
ACCESSION NUMBER: 0001415889-23-005169
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230318
FILED AS OF DATE: 20230320
DATE AS OF CHANGE: 20230320
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PORTNOY ADAM D.
CENTRAL INDEX KEY: 0001273871
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16817
FILM NUMBER: 23745093
MAIL ADDRESS:
STREET 1: C/O THE RMR GROUP LLC
STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300
CITY: NEWTON
STATE: MA
ZIP: 02458
FORMER NAME:
FORMER CONFORMED NAME: PORTNOY ADAM D
DATE OF NAME CHANGE: 20160607
FORMER NAME:
FORMER CONFORMED NAME: PORTNOY ADAM
DATE OF NAME CHANGE: 20031218
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AlerisLife Inc.
CENTRAL INDEX KEY: 0001159281
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051]
IRS NUMBER: 043516029
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 400 CENTRE STREET
CITY: NEWTON
STATE: MA
ZIP: 02458
BUSINESS PHONE: (617) 796 8387
MAIL ADDRESS:
STREET 1: 400 CENTRE STREET
CITY: NEWTON
STATE: MA
ZIP: 02458
FORMER COMPANY:
FORMER CONFORMED NAME: FIVE STAR SENIOR LIVING INC.
DATE OF NAME CHANGE: 20170306
FORMER COMPANY:
FORMER CONFORMED NAME: FIVE STAR QUALITY CARE, INC.
DATE OF NAME CHANGE: 20161006
FORMER COMPANY:
FORMER CONFORMED NAME: FIVE STAR QUALITY CARE INC
DATE OF NAME CHANGE: 20010918
4
1
form4-03202023_010349.xml
X0407
4
2023-03-18
0001159281
AlerisLife Inc.
ALR
0001273871
PORTNOY ADAM D.
C/O ALERISLIFE INC.,
400 CENTRE STREET
NEWTON
MA
02458
true
false
false
false
0
Common Stock
2023-03-18
4
U
0
57332
1.31
D
0
D
Common Stock
2023-03-18
4
P
0
22375687
1.31
A
22375687
I
See Footnote
Pursuant to an Agreement and Plan of Merger dated February 2, 2023, ABP Acquisition 2 LLC ("Purchaser"), a wholly owned subsidiary of ABP Acquisition LLC ("Parent"), a wholly owned subsidiary ABP Trust, commenced a
tender offer (the "Offer") to purchase all of the outstanding shares of common stock of AlerisLife Inc. ("ALR") at a purchase price of $1.31 per share. As of the expiration of the Offer at one minute after 11:59 p.m., Eastern Time, on
March 17, 2023, 22,375,687 shares had been tendered and not validly withdrawn pursuant to the Offer. Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer.
This number reflects 1,799,999 shares owned directly by Parent, 172,784 shares owned directly by ABP Trust and 22,375,687 shares that were tendered in the Offer and accepted for purchase on March 18, 2023, and thereupon owned by Purchaser. Following Purchaser's acceptance for purchase of shares tendered in the Offer, on March 20, 2023, Purchaser was merged with and into ALR, with ALR surviving the merger as a wholly owned subsidiary of Parent. Mr. Portnoy, as president, sole trustee and a beneficial owner of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary
interest therein.
/s/ Adam D. Portnoy
2023-03-20