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Form 8-A12B SENIOR HOUSING PROPERTIE

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June 30, 2016 4:18 PM EDT

 

 

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

 

04-3445278

(State of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

Two Newton Place, 255 Washington Street, Suite 300, Newton, MA

 

02458-1634

(Address of principal executive offices)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered

 

Name of each exchange on which
each class is to be registered

 

 

 

Common Shares of Beneficial Interest,
par value $.01 per share

 

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 Registrant’s Securities to be Registered.

 

A description of the Common Shares is contained in the Prospectus dated June 26, 2015 included in the Company’s 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
Number

 

Description

 

 

 

3.1

 

Composite Copy of Articles of Amendment and Restatement, dated September 20, 1999, as amended to date. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.)

 

 

 

3.2

 

Articles Supplementary dated May 11, 2000. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, File No. 001-15319.)

 

 

 

3.3

 

Articles Supplementary dated March 10, 2004. (Incorporated by reference to the Company’s Registration Statement on Form 8-A dated March 18, 2004, File No. 001-15319.)

 

 

 

3.4

 

Certificate of Correction dated March 29, 2004. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, File No. 001-15319.)

 

 

 

3.5

 

Amended and Restated Bylaws of the Company, adopted August 5, 2015. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.)

 

 

 

4.1

 

Form of Common Share Certificate. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.)

 

 

 

4.2

 

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 Company’s Current Report on Form 8-K dated June 5, 2015.)

 

2


 

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.

 

 

SENIOR HOUSING PROPERTIES TRUST

 

 

 

 

 

 

 

By:

/s/ Richard W. Siedel, Jr.

 

Name:

Richard W. Siedel, Jr.

 

Title:

Chief Financial Officer and Treasurer

 

Dated: June 30, 2016

 

3


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