0001104659-16-148069.txt : 20161003 0001104659-16-148069.hdr.sgml : 20161003 20161003081248 ACCESSION NUMBER: 0001104659-16-148069 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161003 DATE AS OF CHANGE: 20161003 GROUP MEMBERS: ABP TRUST GROUP MEMBERS: ADAM D. PORTNOY GROUP MEMBERS: BARRY M. PORTNOY GROUP MEMBERS: RMR GROUP LLC 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62369 FILM NUMBER: 161914506 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RMR Group Inc. CENTRAL INDEX KEY: 0001644378 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 474122583 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617-796-8390 MAIL ADDRESS: STREET 1: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: Reit Management & Research Inc. DATE OF NAME CHANGE: 20150608 SC 13G/A 1 a16-19318_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934
(Amendment No.  7)*

 

Five Star Quality Care, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title and Class of Securities)

33832D106

(CUSIP Number)

October 2, 2016

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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).

 

(Continued on following pages)

 



 

CUSIP No. 33832D106

SCHEDULE 13G/A

 

 

 

1

Name of Reporting Person
The RMR Group LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Maryland

 

 

 

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  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
OO

 

2



 

CUSIP No. 33832D106

SCHEDULE 13G/A

 

 

 

1

Name of Reporting Person
The RMR Group Inc.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Maryland

 

 

 

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  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

3



 

CUSIP No. 33832D106

SCHEDULE 13G/A

 

 

 

1

Name of Reporting Person
ABP Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Maryland

 

 

 

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  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
OO

 

4



 

CUSIP No. 33832D106

SCHEDULE 13G/A

 

 

 

1

Name of Reporting Person
Barry M. Portnoy

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
231,622

 

6

Shared Voting Power
-0-

 

7

Sole Dispositive Power
231,622

 

8

Shared Dispositive Power
-0-

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
231,622

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
Less than 0.5%*

 

 

12

Type of Reporting Person
IN

 


*                 Based on 49,520,891 shares of common stock, par value $0.01 per share (the “Common Shares”), of Five Star Quality Care, Inc. (the “Issuer”) issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 4, 2016.

 

5



 

CUSIP No. 33832D106

SCHEDULE 13G/A

 

 

 

1

Name of Reporting Person
Adam D. Portnoy

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
United States

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
108,000

 

6

Shared Voting Power
-0-

 

7

Sole Dispositive Power
108,000

 

8

Shared Dispositive Power
-0-

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
108,000

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
Less than 0.3%*

 

 

12

Type of Reporting Person
IN

 


*                 Based on 49,520,891 Common Shares of the Issuer issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on August 4, 2016.

 

6



 

Schedule 13G/A

 

This Amendment No. 7 to Schedule 13G/A (this “Schedule 13G/A”) is being filed on behalf of the Reporting Persons (as defined below) only. Senior Housing Properties Trust, a Maryland real estate investment trust, that was a  joint filer with the Reporting Persons on Amendment No. 6. to Schedule 13G/A filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 9, 2016, is not a joint filer on this Schedule 13G/A.

 

Item 1(a).  Name of Issuer.

 

Five Star Quality Care, Inc. (the “Issuer”).

 

Item 1(b).  Address of Issuer’s Principal Executive Offices.

 

400 Centre Street

Newton, Massachusetts 02458

 

Item 2(a).  Name of Person Filing.

 

This Schedule 13G/A is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

(i)       The RMR Group LLC, a Maryland limited liability company (“RMR LLC”);

 

(ii)      The RMR Group Inc., a Maryland corporation (“RMR Inc.”) (the managing member and a beneficial owner of RMR LLC);

 

(iii)     ABP Trust, a Maryland statutory trust (“ABP Trust”) (the controlling shareholder of RMR Inc. and a beneficial owner of RMR LLC);

 

(iv)     Barry M. Portnoy, a United States citizen (a managing director of the Issuer, the chairman of RMR LLC, a managing director of RMR Inc. and a beneficial owner and trustee of ABP Trust); and

 

(v)      Adam D. Portnoy, a United States citizen (the president and chief executive officer of RMR LLC, a managing director, the president and chief executive officer of RMR Inc. and a beneficial owner, trustee and the president of ABP Trust).

 

Item 2(b).  Address of Principal Business Office or, if None, Residence.

 

The address of the principal business office of each of the Reporting Persons is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

 

Item 2(c).  Citizenship.

 

(i)                         RMR LLC is a Maryland limited liability company.

 

7



 

(ii)                      RMR Inc. is a Maryland corporation.

 

(iii)                   ABP Trust is a Maryland statutory trust.

 

(iv)                  Barry M. Portnoy is a United States citizen.

 

(v)                     Adam D. Portnoy is a United States citizen.

 

Item 2(d).  Title of Class of Securities.

 

The class of securities to which this Schedule 13G/A relates is shares of common stock,  par value $0.01 per share, of the Issuer (the “Common Shares”).

 

Item 2(e).  CUSIP Number.

 

The CUSIP number for the Common Shares is 33832D106.

 

Item 3.

 

Not applicable.

 

Item 4.  Ownership.

 

(a) Amount beneficially owned:

 

RMR LLC, RMR Inc. and ABP Trust do not beneficially own any Common Shares.

 

Mr. Barry M. Portnoy is the direct and beneficial owner of 231,622 Common Shares. Mr. Adam D. Portnoy is the direct and beneficial owner of 108,000 Common Shares.

 

(b) Percent of class:

 

Mssrs. Barry M. Portnoy and Adam D. Portnoy each directly and beneficially own less than 0.5% and 0.3%, respectively, of the outstanding Common Shares, and RMR LLC, RMR Inc. and ABP Trust do not beneficially own any Common Shares.

 

The percentages of beneficial ownership reported in this Schedule 13G/A are based on 49,520,891 Common Shares issued and outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on August 4, 2016.

 

(c) Number of Common Shares as to which such person has:

 

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

 

RMR LLC:

0

RMR Inc.:

0

ABP Trust:

0

 

8



 

Barry M. Portnoy:

231,622

Adam D. Portnoy:

108,000

 

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

 

RMR LLC:

0

RMR Inc.:

0

ABP Trust:

0

Barry M. Portnoy:

0

Adam D. Portnoy:

0

 

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

 

RMR LLC:

0

RMR Inc.:

0

ABP Trust:

0

Barry M. Portnoy:

231,622

Adam D. Portnoy:

108,000

 

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

 

RMR LLC:

0

RMR Inc.:

0

ABP Trust:

0

Barry M. Portnoy:

0

Adam D. Portnoy:

0

 

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 has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

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.

 

9



 

Item 8.  Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.  Notice of Dissolution of Group.

 

Not applicable.

 

10



 

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.

 

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.

 

Dated: October 2, 2016

 

 

 

 

The RMR Group Inc.

 

 

 

By:

/s/ Jennifer B. Clark

 

Name:

Jennifer B. Clark

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

The RMR Group LLC

 

 

 

By:

/s/ Jennifer B. Clark

 

Name:

Jennifer B. Clark

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

ABP Trust

 

 

 

By:

/s/ Adam D. Portnoy

 

Name:

Adam D. Portnoy

 

Title:

President

 

 

 

 

 

 

 

Adam D. Portnoy

 

 

 

/s/ Adam D. Portnoy

 

 

 

 

 

Barry M. Portnoy

 

 

 

/s/ Barry M. Portnoy

 

11



 

INDEX TO EXHIBITS

 

1.              Agreement of Joint Filing, dated October 2, 2016, among The RMR Group Inc., The RMR Group LLC, ABP Trust, Adam D. Portnoy and Barry M. Portnoy.

 

12



 

Exhibit 1

 

AGREEMENT OF JOINT FILING

 

We, the undersigned, hereby express our agreement that the attached Amendment No. 7 to Schedule 13G/A (or any amendments thereto) relating to the shares of common stock, par value $0.01, of Five Star Quality Care, Inc. is filed on behalf of each of us.

 

Dated: October 2, 2016

 

 

 

 

The RMR Group Inc.

 

 

 

By:

/s/ Jennifer B. Clark

 

Name:

Jennifer B. Clark

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

The RMR Group LLC

 

 

 

 

By:

/s/ Jennifer B. Clark

 

Name:

Jennifer B. Clark

 

Title:

Executive Vice President, General Counsel and Secretary

 

 

 

 

 

 

 

ABP Trust

 

 

 

 

By:

/s/ Adam D. Portnoy

 

Name:

Adam D. Portnoy

 

Title:

President

 

 

 

 

 

 

 

Adam D. Portnoy

 

 

 

/s/ Adam D. Portnoy

 

 

 

 

 

 

 

Barry M. Portnoy

 

 

 

/s/ Barry M. Portnoy

 

13