Form SCHEDULE 13D/A DIVERSIFIED HEALTHCARE Filed by: H/2 Special Opportunities IV L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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DIVERSIFIED HEALTHCARE TRUST (Name of Issuer) |
Common Shares of Beneficial Interest (Title of Class of Securities) |
(CUSIP Number) |
Alyssa Petrenko 680 Washington Boulevard, Seventh Floor Stamford, CT, 06901 (203) 569-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/12/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
H/2 Special Opportunities IV L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,067,366.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
HABER SPENCER B | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,067,366.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares of Beneficial Interest | |
| (b) | Name of Issuer:
DIVERSIFIED HEALTHCARE TRUST | |
| (c) | Address of Issuer's Principal Executive Offices:
Two Newton Place, 255 Washington Street, Suite 300, Newton,
MASSACHUSETTS
, 02458. | |
Item 1 Comment:
This Amendment No. 1 amends the Schedule 13D originally filed by the Reporting Persons with the United States Securities and Exchange Commission ("SEC") on June 30, 2023 ("Schedule 13D") relating to common shares of beneficial interest, $0.01 par value per share (the "Shares") of Diversified Healthcare Trust, a Maryland real estate investment trust (the "Issuer").
As a result of the transactions described herein, the Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the Shares on August 10, 2026. This Amendment No. 1 constitutes the final amendment to the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
On June 30, 2023, an affiliate of the Reporting Person delivered a letter to the Chairman of the Board of Trustees of the Issuer (the "Letter") with respect to the Issuer's then-proposed merger with Office Properties Income Trust (the "Proposed Merger"). On September 1, 2023, the Issuer and Office Properties Income Trust publicly announced the mutual termination of the merger agreement relating to the Proposed Merger. The Proposed Merger was abandoned and never consummated, and the matters discussed in the Letter are no longer pending. Accordingly, the Letter does not reflect the Reporting Person's current plans or intentions with respect to the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | In the aggregate, the Reporting Person beneficially owns 12,067,366 Shares, or 4.98% of Shares outstanding as of August 10, 2026, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 3, 2026. | |
| (b) | The Reporting Person may be deemed to be controlled by the Other Reporting Person and therefore share beneficial ownership (and voting and dispositive power) of the Shares with the Other Reporting Person. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Other Reporting Person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of his pecuniary interest therein. | |
| (c) | On August 4, 2026, August 5, 2026 and August 10, 2026, the Reporting Person sold, via broker-dealer sales: (i) 200,000 Shares for a price per Share of $8.84; (ii) 100,000 Shares for a price per Share ranging between $9.14 and $9.15; and (iii) 450,000 Shares for a price per Share of $8.40, respectively.
Except for the foregoing, the Reporting Person has not effected any transaction in the Shares in the past 60 days. The Other Reporting Person has not effected any transaction in the Shares in the past 60 days. | |
| (e) | The Reporting Person ceased to be the beneficial owner of more than five percent (5%) of the Shares on August 10, 2026. | |
| SIGNATURE | |
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.
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