snh-fs13ga1.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A

(Rule 13d-102)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Five Star Quality Care, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
33832D106
(CUSIP Number)
 
December 31, 2009
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 

 
¨
Rule 13d-1(b)
     
 
x
Rule 13d-1(c)
     
 
¨
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).
 





 
 
 


CUSIP No. 33832D106
13G/A
Page 2 of 12 Pages


1.
Names of Reporting Persons
 
Senior Housing Properties Trust
2.
Check the Appropriate Box if a Member of a Group*                                                               (a) ¨
(See Instructions)                                                                                                           (b) ¨
 
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
 
3,235,000
6.
Shared Voting Power
 
0
7.
Sole Dispositive Power
 
   3,235,000
8.
Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
   3,235,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares              ¨
(See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)
 
9.1%
12.
Type of Reporting Person (See Instructions)
 
OO

 
 

 
 
 
 


CUSIP No. 33832D106
13G/A
Page 3 of 12 Pages


1.
Names of Reporting Persons
 
Reit Management & Research LLC
2.
Check the Appropriate Box if a Member of a Group*                                                               (a) ¨
(See Instructions)                                                                                                           (b) ¨
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Delaware
 
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                                               x
(See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person (See Instructions)
 
OO
 
 

 

 
 
 


CUSIP No. 33832D106
13G/A
Page 4 of 12 Pages

1.
Names of Reporting Persons
 
Reit Management & Research Trust
2.
Check the Appropriate Box if a Member of a Group*                                                               (a) ¨
(See Instructions)                                                                                                           (b) ¨
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
Massachusetts
 
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                                               x
(See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)
 
0%
12.
Type of Reporting Person (See Instructions)
 
OO
 
 

 

 
 
 


CUSIP No. 33832D106
13G/A
Page 5 of 12 Pages

1.
Names of Reporting Persons
 
Barry M. Portnoy
2.
Check the Appropriate Box if a Member of a Group*                                                               (a) ¨
(See Instructions)                                                             (b) ¨
 
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
 
168,122
6.
Shared Voting Power
 
0
7.
Sole Dispositive Power
 
   168,122
8.
Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
   168,122
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares                                               x
(See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)
 
Less than 1%
12.
Type of Reporting Person (See Instructions)
 
IN
 
 

 

 
 
 


CUSIP No. 33832D106
13G/A
Page 6 of 12 Pages


1.
Names of Reporting Persons
 
Adam D. Portnoy
2.
Check the Appropriate Box if a Member of a Group*                                                               (a) ¨
(See Instructions)                                                                                                           (b) ¨
 
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
 
32,000
6.
Shared Voting Power
 
0
7.
Sole Dispositive Power
 
   32,000
8.
Shared Dispositive Power
 
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
   32,000
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares                                               x
(See Instructions)
 
11.
Percent of Class Represented by Amount in Row (9)
 
Less than 1%
12.
Type of Reporting Person (See Instructions)
 
IN
 
 
 

 
 
 
 


CUSIP No. 33832D106
13G/A
Page 7 of 12 Pages


Item 1(a). Name of Issuer:
 
Five Star Quality Care, Inc.
 
Item 1(b). Address of Issuer’s Principal Executive Offices:
 
400 Centre Street
Newton, MA 02458
 
Item 2(a). Name of Person Filing:
 
This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
 
 
(1)
Senior Housing Properties Trust (“SNH”)
     
 
(2)
Reit Management & Research LLC (“RMR”) (the manager of SNH)
     
 
(3)
Reit Management & Research Trust (“RMR Trust”) (the sole member of RMR)
     
 
(4)
Barry M. Portnoy (a managing director of the Issuer, a managing trustee of SNH, the Chairman and a director of RMR, and the Chairman, majority beneficial owner and a trustee of RMR Trust)
     
 
(5)
Adam D. Portnoy (a managing trustee of SNH, the President and Chief Executive Officer and a director of RMR, and the President and Chief Executive Officer, a beneficial owner and a trustee of RMR Trust)

 
Item 2(b). Address of Principal Offices or, if None, Residence:
 
     The address of each Reporting Person is:
 
400 Centre Street
Newton, Massachusetts  02458
 
Item 2(c). Citizenship:
 
SNH is a Maryland real estate investment trust.
 
RMR is a Delaware limited liability company.
 
RMR Trust is a Massachusetts business trust.
 
Barry M. Portnoy is a United States citizen.
 
Adam D. Portnoy is a United States citizen.
 
Item 2(d). Title of Class of Securities:
 
Common stock, $.01 par value per share
 
Item 2(e). CUSIP Number:
 
33832D106

 
 
 


CUSIP No. 33832D106
13G/A
Page 8 of 12 Pages

 
Item 3.  If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:

Not applicable.

(a)
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
     
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
     
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
     
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
(e)
¨
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
     
(f)
¨
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
     
(g)
¨
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
     
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
     
(j)
¨
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
     
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
     

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:_________________________________________________

Item 4.  Ownership.
 
(a)  Amount beneficially owned:
 
SNH beneficially owns 3,235,000 Shares of Common Stock of the Issuer, which it acquired pursuant to a lease realignment agreement with the Issuer, entered into on August 4, 2009.
 
Neither RMR nor RMR Trust holds any Shares of Common Stock of the Issuer.  RMR, as manager of SNH, and RMR Trust, as the sole member of RMR, may, under applicable regulatory definitions, be deemed to beneficially own (and have shared voting and dispositive power over) the 3,235,000 Shares of Common Stock beneficially owned by SNH, but each disclaims such beneficial ownership.
 
Mr. Barry Portnoy beneficially owns 168,122 Shares of Common Stock of the Issuer.  Mr. Adam Portnoy beneficially owns 32,000 Shares of Common Stock of the Issuer (of which 16,000 are subject to vesting requirements and will become fully vested, subject to the lapse of certain contingencies, annually through 2013).  In their respective positions with RMR and RMR Trust described in Item 2(a) above, Mr. Barry Portnoy and Mr. Adam Portnoy may also be deemed to beneficially own (and have shared voting and dispositive power over) the 3,235,000 Shares of Common Stock beneficially owned by SNH, but each disclaims such beneficial ownership.
 
(b)  Percent of class:
 
SNH beneficially owns approximately 9.1% of the Issuer’s Common Stock.
 

 
 
 


CUSIP No. 33832D106
13G/A
Page 9 of 12 Pages

Each of Mr. Barry Portnoy and Mr. Adam Portnoy beneficially owns less than 1% of the Issuer’s Common Stock, and RMR and RMR Trust beneficially own none of the Issuer’s Common Stock.  Reference is made to Item 4(a) above as to the Issuer’s Common Stock beneficially owned by SNH that may, under applicable regulatory definitions, be deemed to be beneficially owned by RMR, RMR Trust, Mr. Barry Portnoy or Mr. Adam Portnoy.  If all such Shares of Common Stock were beneficially owned by such persons, their respective percentage beneficial ownership of the Issuer’s Common Stock would be approximately 9.1%, 9.1%, 9.6% and 9.2%.
 
(c)  Number of shares as to which such person has:
 
 
(i)
Sole power to vote or direct the vote:
     
   
SNH:                                 3,235,000
     
   
RMR:                                 0
     
   
RMR Trust:                         0
     
   
Barry M. Portnoy:                168,122
     
   
Adam D. Portnoy:                32,000
     
 
(ii)
Shared power to vote or direct the vote:
     
   
SNH:                                 0
     
   
RMR:                                 0
     
   
RMR Trust:                         0
     
   
Barry M. Portnoy:                0
     
   
Adam D. Portnoy:                0
     
 
(iii)
Sole power to dispose or to direct the disposition of:
     
   
SNH:                                 3,235,000
     
   
RMR:                                 0
     
   
RMR Trust:                         0
     
   
Barry M. Portnoy:                168,122
     
   
Adam D. Portnoy:                32,000
     
 
(iv)
Shared power to dispose or to direct the disposition of:
     
   
HPT:                                 0
     
   
RMR:                                 0
     
   
RMR Trust:                         0

 
 
 


CUSIP No. 33832D106
13G/A
Page 10 of 12 Pages


     
   
Barry M. Portnoy:                0
     
   
Adam D. Portnoy:                0
 
Reference is made to Item 4(a) above as to the Issuer’s Common Stock beneficially owned by SNH which may, under applicable regulatory definitions, be deemed to be beneficially owned by RMR, RMR Trust, Mr. Barry Portnoy or Mr. Adam Portnoy.
 
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 had ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [   ].
 
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 or Control Person.
 
Not applicable.
 
Item 8.  Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.  Notice of Dissolution of Group.
 
Not applicable.
 
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.
 

 
 
 


CUSIP No. 33832D106
13G/A
Page 11 of 12 Pages


 
SIGNATURES
 
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.
 

 
 
January 20, 2010
(Date)
 
 
SENIOR HOUSING PROPERTIES TRUST
   
   
 
/s/ Richard A. Doyle
 
(Signature)
   
 
Richard A. Doyle, Treasurer and Chief Financial Officer
 
(Name/Title)
   
   
 
REIT MANAGEMENT & RESEARCH LLC
   
   
 
/s/ Adam D. Portnoy
 
(Signature)
   
 
Adam D. Portnoy, President and Chief Executive Officer
 
(Name/Title)
   
   
 
REIT MANAGEMENT & RESEARCH TRUST
   
   
 
/s/ Adam D. Portnoy
 
(Signature)
   
 
Adam D. Portnoy, President and Chief Executive Officer
 
(Name/Title)
   
   
 
BARRY M. PORTNOY
   
 
/s/ Barry M. Portnoy
 
(Signature)
   
   
 
ADAM D. PORTNOY
   
 
/s/ Adam D. Portnoy
 
(Signature)
 
 
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 
 
 
 

 
CUSIP No. 33832D106
13G/A
Page 12 of 12 Pages




 
EXHIBIT INDEX
 
Exhibit
  
Description
  
       
99(a)
  
Joint Filing Agreement, dated as of August 12, 2009, by and among Senior Housing Properties Trust, Reit Management & Research LLC, Reit Management & Research Trust, Barry M. Portnoy and Adam D. Portnoy.*
  
____________________________________
 
*Included as an exhibit to the Schedule 13G filed August 12, 2009.