SEC Form 4 · accession 0001104659-15-044326
DIVERSIFIED HEALTHCARE TRUST · NASDAQ:DHC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Barry M Portnoy
Director
Period of report
Jun 5, 2015
Accepted (ET)
Jun 9, 2015 · 4:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001075415
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares of Beneficial InterestF1,F2,F3 | Jun 5, 2015 | A | 8,674 | $20.02 | A | 112,760 | I | See Footnote |
| Common Shares of Beneficial InterestF4,F2,F3 | Jun 5, 2015 | J | 1,289,750 | $19.95 | A | 1,402,510 | I | See Footnote |
| Common Shares of Beneficial InterestF5 | holding | — | — | — | 286,814 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These Common Shares were issued as a portion of the management fee paid by the Issuer pursuant to the business management agreement between the Issuer and Reit Management & Research LLC ("RMR LLC") in effect as of the date of the transaction at $20.02, the average of the closing prices of the Common Shares on the New York Stock Exchange for each trading day during the month of May 2015.
- F2On May 19, 2015, RMR LLC distributed all of the Common Shares of the Issuer it then directly owned to Reit Management & Research Trust ("RMR Trust"), then its sole member. Mr. Portnoy is the Chairman, majority beneficial owner and a trustee of RMR Trust.
- F3Represents the pecuniary interest of Mr. Portnoy in Common Shares owned by RMR Trust.
- F4On June 5, 2015, RMR Trust, RMR LLC, Reit Management & Research Inc. and the Issuer entered into a Transaction Agreement for an Up-C transaction pursuant to which, among other things, RMR Trust acquired 2,345,000 newly issued Common Shares valued at $19.95 per share, the volume weighted average trading price per Common Share on the New York Stock Exchange during the 20 business days prior to the closing of the transactions contemplated by the Transaction Agreement.
- F5Includes 5,414.343 shares acquired under the Senior Housing Properties Trust Dividend Reinvestment Plan since the last Section 16 filing by Mr. Portnoy.