SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13D/A

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

Richard W. Siedel, Jr.

Chief Financial Officer and Treasurer

Diversified Healthcare Trust

Two Newton Place, 255 Washington Street, Suite 300

Newton, MA 02458

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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).

 

 

 

	1.	Names of Reporting Persons Diversified Healthcare Trust
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Maryland
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,515,633
			8.	Shared Voting Power 8,176,025
			9.	Sole Dispositive Power 2,515,633
			10.	Shared Dispositive Power 8,176,025
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 10,691,658
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 33.9%*
	14.	Type of Reporting Person OO

 

*                 Based on 31,543,711 shares of common stock, $.01 par value per share (the “Common Shares”), of Five Star Senior Living Inc. (the “Issuer”) issued and outstanding as of February 26, 2020, as reported in the Issuer’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2020.

 

 

 

	1.	Names of Reporting Persons DHC Holdings LLC
	2.	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds N/A
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Maryland
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 8,176,025
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 8,176,025
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 8,176,025
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13.	Percent of Class Represented by Amount in Row (11) 25.9%*
	14.	Type of Reporting Person OO

 

*                 Based on 31,543,711 Common Shares issued and outstanding as of February 26, 2020, as reported in the Issuer’s  Annual Report on Form 10-K filed with the SEC on March 2, 2020.

 

 

 

This Amendment No. 2 (this “Schedule 13D/A”) to the original Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 5, 2019 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on January 2, 2020 (as amended, the “Schedule 13D”), is being filed by Diversified Healthcare Trust  (“DHC”), a Maryland real estate investment trust, and DHC Holdings LLC  (“DHC Holdings”), a Maryland limited liability company and a newly-formed wholly owned subsidiary of DHC (collectively the “Reporting Persons” and each a “Reporting Person”), to report a change in the form of DHC’s beneficial ownership of its shares of common stock, par value $.01 per share (“Common Shares”), of Five Star Senior Living Inc. (the “Issuer”) as a result of DHC’s contribution of a portion of its Common Shares to DHC Holdings as a capital contribution and DHC Holdings’ acquisition of such Common Shares.

 

Item 1.  Security and Issuer.

 

The class of equity securities to which this Schedule 13D/A relates is the Common Shares of the Issuer. The Issuer’s principal executive offices are located at 400 Centre Street, Newton, Massachusetts 02458.

 

Item 2.   Identity and Background.

 

“Item 2. Identity and Background” of the Schedule 13D/A is hereby amended and restated as follows:

 

This Schedule 13D/A is being filed jointly on behalf of the Reporting Persons.  The Reporting Persons have no agreements that would cause them to be a “group” for purposes of this Schedule 13D/A, but are required to file this Schedule 13D/A in respect of the same securities, as contemplated by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The business address and principal office address of the Reporting Persons is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

 

DHC is a Maryland real estate investment trust and its principal business is to operate as a real estate investment trust. The Managing Trustees of DHC are Jennifer B. Clark and Adam D. Portnoy and the Independent Trustees of DHC are John L. Harrington, Lisa Harris Jones and Jeffrey P. Somers. The executive officers of DHC are Jennifer F. Francis, President and Chief Operating Officer, and Richard W. Siedel, Jr., Chief Financial Officer and Treasurer.

 

DHC Holdings is a Maryland limited liability company and its principal business is to engage in any activity or business which may be lawfully carried on by a limited liability company organized under the Maryland Limited Liability Company Act, including investing in securities of public and private companies.  The Directors of DHC Holdings are Jennifer B. Clark and Adam D. Portnoy.  The executive officers of DHC Holdings are Jennifer F. Francis, President and Chief Operating Officer, and Richard W. Siedel, Jr., Chief Financial Officer and Treasurer.

 

The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D/A is attached as Exhibit 99.6 hereto.

 

Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any individual specified above, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

To the knowledge of the Reporting Persons, each of the individuals listed above is a citizen of the United States.

 

Item 3.   Source and Amount of Funds or Other Consideration.

 

“Item 3. Source and Amount of Funds or Other Consideration” is hereby amended to include the following:

 

 

 

On February 28, 2020, DHC contributed 8,176,025 shares of its Common Shares as a capital contribution to its newly-formed wholly owned subsidiary, DHC Holdings.

 

Item 4.   Purpose of Transaction.

 

“Item 4. Purpose of Transaction” of the Schedule 13D is hereby amended to include the following:

 

On February 28, 2020, DHC contributed 8,176,025 shares of its Common Shares as a capital contribution to its newly formed wholly owned subsidiary, DHC Holdings.  DHC Holdings acquired the Common Shares for investment purposes.

 

The last two paragraphs of “Item 4. Purpose of Transaction” of the Original Schedule 13D are hereby amended and restated as follows:

 

The Reporting Persons currently have no plan(s) or proposal(s) that relate to, or would result in, any of the events or transactions described in Item 4(a) through (j) of Schedule 13D, although the Reporting Persons reserve the right, at any time and from time to time, to review or reconsider their position and/or change its purpose and/or formulate plans or proposals with respect thereto.

 

DHC, on behalf of the Reporting Persons, intends to review from time to time the investment in the Issuer and the Issuer’s business affairs, financial position, performance and other investment considerations.  DHC, on behalf of the Reporting Persons, may from time to time engage in discussions with the Issuer, its directors and officers, other stockholders of the Issuer and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition, strategic plans, governance and the future of the Issuer and/or its subsidiaries.  Based upon such review and discussions, as well as general economic, market and industry conditions and prospects and DHC’s liquidity requirements and investment considerations, and subject to the limitations in the agreements described below, DHC may consider additional courses of action, which may include, in the future, formulating plans or proposals regarding the Issuer and/or its subsidiaries, including possible future plans or proposals concerning events or transactions of the kind described in Item 4(a) through (j) of Schedule 13D.

 

Item 5.   Interest in Securities of the Issuer.

 

“Item 5. Interest in Securities of the Issuer” of the Schedule 13D is hereby amended and restated as follows:

 

(a)-(b)    DHC beneficially owns 10,691,658 Common Shares, 8,176,025 of which are directly owned by DHC Holdings, which represent 33.9% and 25.9%, respectively, of the issued and outstanding Common Shares as of February 26, 2020.  DHC has sole power to vote or direct the vote and sole power to dispose or direct the disposition of the 2,515,633 Common Shares it directly owns.  DHC, as sole member of DHC Holdings, and DHC Holdings have shared power to vote or direct the vote and shared power to dispose or direct the disposition of the 8,176,025 Common Shares directly owned by DHC Holdings.

 

Adam D. Portnoy beneficially owns 2,000,115 Common Shares (a portion of which are subject to vesting requirements), which represents approximately 6.3% of the issued and outstanding Common Shares as of February 26, 2020 and which are not included in the percentages owned by the Reporting Persons.  Mr. Portnoy has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 27,332 of such Common Shares.  In addition, as president, sole trustee and a beneficial owner of ABP Trust, Mr. Portnoy may be deemed to beneficially own 1,972,783 Common Shares beneficially owned by ABP Trust. 1,799,999 of these Common Shares are directly owned by ABP Acquisition LLC (“ABP LLC”), a wholly owned subsidiary of ABP Trust, and 172,784 of these Common Shares are directly owned by ABP Trust.  The Reporting Persons expressly disclaim any beneficial ownership of the Common Shares beneficially owned by Mr. Portnoy, ABP Trust and ABP LLC.

 

To the Reporting Persons’ knowledge, the other individuals named in Item 2 above beneficially own an aggregate of 38,216 Common Shares (a portion of which are subject to vesting requirements), which represents less than 1% of the issued and outstanding Common Shares and which are not included in the percentages owned by the Reporting Persons.  The Reporting Persons expressly disclaims any beneficial ownership of these Common Shares. To the Reporting Persons’ knowledge, the other individuals named in Item 2

 

 

 

above have sole power to vote or to direct the vote, and to dispose or direct the disposition of, all of the Common Shares they beneficially own.

 

The percentages of beneficial ownership reported in this Schedule 13D/A are based on 31,543,711 Common Shares outstanding as of February 26, 2020, such number of shares being based on information provided by the Issuer.

 

(c)           Except as set forth in Item 3 of this Schedule 13D/A, no transactions have been effected by the Reporting Persons or to the knowledge of the Reporting Persons, any of the individuals named in Item 2 above in the Issuer’s securities in the past sixty days.

 

(d)           Other than as described in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D/A.

 

(e)           Not applicable.

 

Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

The information contained in “Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer” contained in the Schedule 13D is not being amended by this Schedule 13D/A.

 

Item 7.   Material to be Filed as Exhibits.

 

“Item 7. Material to be Filed as Exhibits” of the Schedule 13D is hereby amended to include the following:

 

Exhibit 99.6

Agreement of Joint Filing, dated March 18, 2020, between Diversified Healthcare Trust and DHC Holdings LLC (Filed herewith.)

 

 

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.

 

	March 18, 2020
	(Date)
	DIVERSIFIED HEALTHCARE TRUST
	/s/ Richard W. Siedel, Jr.
	Richard W. Siedel, Jr.
	Chief Financial Officer and Treasurer

 

	DHC HOLDINGS LLC
	/s/ Richard W. Siedel, Jr.
	Richard W. Siedel, Jr.
	Chief Financial Officer and Treasurer

 

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

 

 

Exhibit 99.6

 

AGREEMENT OF JOINT FILING

 

We, the undersigned, hereby express our agreement that the attached Schedule 13D/A relating to the shares of common stock, par value $.01 per share, of Five Star Senior Living Inc. dated as of March 18, 2020, is, and any amendments thereto 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.

 

Dated: March 18, 2020

 

	DIVERSIFIED HEALTHCARE TRUST
	/s/ Richard W. Siedel, Jr.
	Richard W. Siedel, Jr.
	Chief Financial Officer and Treasurer
	DHC HOLDINGS LLC
	/s/ Richard W. Siedel, Jr.
	Richard W. Siedel, Jr.
	Chief Financial Officer and Treasurer