UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SENIOR HOUSING PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland |
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04-3445278 |
(State of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
Two Newton Place, 255 Washington Street, Suite 300, Newton, MA |
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02458-1634 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which |
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Common Shares of Beneficial Interest, |
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The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box: x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box: o
Securities Act registration statement file number to which this form relates (if applicable): Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY NOTE
Senior Housing Properties Trust, or the Company, is filing this Form 8-A in connection with the transfer of the listing of its common shares of beneficial interest, par value $.01 per share, or Common Shares, from the New York Stock Exchange to The NASDAQ Stock Market LLC.
Item 1. Description of Registrants Securities to be Registered.
A description of the Common Shares is contained in the Prospectus dated June 26, 2015 included in the Companys Registration Statement on Form S-3 (File No. 333-205298) under the caption Description of Shares of Beneficial Interest at pages 17 through 18 thereof, filed with the Securities and Exchange Commission on June 26, 2015. The description in such Prospectus is incorporated herein by reference.
Item 2. Exhibits
Exhibit |
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Description |
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3.1 |
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Composite Copy of Articles of Amendment and Restatement, dated September 20, 1999, as amended to date. (Incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 2014.) |
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3.2 |
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Articles Supplementary dated May 11, 2000. (Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 001-15319.) |
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3.3 |
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Articles Supplementary dated March 10, 2004. (Incorporated by reference to the Companys Registration Statement on Form 8-A dated March 18, 2004, File No. 001-15319.) |
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3.4 |
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Certificate of Correction dated March 29, 2004. (Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, File No. 001-15319.) |
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3.5 |
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Amended and Restated Bylaws of the Company, adopted August 5, 2015. (Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.) |
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4.1 |
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Form of Common Share Certificate. (Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.) |
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4.2 |
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Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust), Barry M. Portnoy and Adam D. Portnoy. (Incorporated by reference to the Companys Current Report on Form 8-K dated June 5, 2015.) |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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SENIOR HOUSING PROPERTIES TRUST | |
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By: |
/s/ Richard W. Siedel, Jr. |
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Name: |
Richard W. Siedel, Jr. |
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Title: |
Chief Financial Officer and Treasurer |
Dated: June 30, 2016