Statement of Changes in Beneficial Ownership (4)
03 January 2020 - 9:34AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MARTIN GERARD M. |
2. Issuer Name and Ticker or Trading Symbol
FIVE STAR SENIOR LIVING INC.
[
NASDAQ:FVE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THE RMR GROUP LLC, TWO NEWTON PL., 255 WASH. ST., STE. 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2020 |
(Street)
NEWTON, MA 02458
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/1/2020 | | J(1) | | 4776 | A | $0 (1) | 30451 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | In connection with a Transaction Agreement, dated as of April 1, 2019, between Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust) ("DHC") and Five Star Senior Living Inc. (the "Issuer"), effective January 1, 2020, DHC completed a pro rata distribution to holders of record of DHC's common shares of beneficial interest as of December 13, 2019 of the right to receive an aggregate of approximately 16,119,563 shares of common stock of the Issuer ("Common Shares"), with cash being paid in lieu of fractional shares. The reporting person received the Common Shares reported in his capacity as a shareholder of DHC. |
(2) | On September 30, 2019, the Issuer effected a reverse stock split (the "Reverse Split") pursuant to which every ten Common Shares were converted and reclassified into one Common Share, subject to the receipt of cash in lieu of fractional shares. The amount in the table reflects the aggregate shares owned after giving effect to the Reverse Split. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
MARTIN GERARD M. C/O THE RMR GROUP LLC TWO NEWTON PL., 255 WASH. ST., STE. 300 NEWTON, MA 02458 | X |
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Signatures
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/s/ Gerard M. Martin | | 1/2/2020 |
**Signature of Reporting Person | Date |
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