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at one minute after 11:59 p.m., Eastern Time, on March 17, 2023, 22,375,687 shares had been tendered and not validly withdrawn pursuant to the Offer. Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer.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