Major Shareholding Notification • Feb 10, 2017
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G (Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
SENIOR HOUSING PROPERTIES TRUST ( NAME OF ISSUER )
COMMON STOCK
(Title of Class of Securities)
81721M109 (CUSIP Number)
December 30, 2016
(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 (c) |
| Rule 13d-1 (d) |
CUSIP No. 81721M109 13G Page 1 of 3 pages
| 1. | |
|---|---|
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES | |
| ONLY) | 36-4130398 |
| 2. |
|---|
| (b) |
| 4. |
|---|
| Delaware |
| NUMBER
OF | 5. | SOLE VOTING POWER | 12,136,531 |
| --- | --- | --- | --- |
| SHARES | | | |
| BENEFICIALLY | 6. | SHARED VOTING POWER | 0 |
| OWNED BY | | | |
| EACH | 7. | SOLE DISPOSITIVE POWER | 14,976,106 |
| REPORTING | | | |
| PERSON WITH | 8. | SHARED DISPOSITIVE POWER | 0 |
| 9. |
|---|
| 14,976,106 |
| 10. |
|---|
| CERTAIN SHARES |
| 11. |
|---|
| 6.3% |
| Item 1(a). |
|---|
| SENIOR HOUSING PROPERTIES TRUST |
| Item 1(b). |
|---|
| Two Newton Place 255 Washington Street Newton, MA 02458 |
| Item 2(a). |
|---|
| Security Capital Research & Management Incorporated |
| Item 2(b). |
|---|
| 10 South Dearborn Street, Suite 1400 |
| Chicago, Illinois 60603 |
| Item 2(c). |
|---|
| Delaware |
| Item 2(d). |
|---|
| COMMON STOCK |
| Unless otherwise noted, security being reported is common |
| stock |
Item 2(e). CUSIP Number: 81721M109
| Item 3 |
|---|
| Or (c), Check Whether the Person Filing is a |
| : |
| (a) | | Broker or dealer registered under Section 15 of the Exchange
Act; |
| --- | --- | --- |
| (b) | | Bank as defined in Section 3(a)(6) of the Exchange
Act; |
| (c) | | Insurance company as defined in Section 3(a)(19) of
the |
| | | Exchange Act; |
| (d) | | Investment company registered under Section 8 of the
Investment |
| | | Company Act; |
| (e) | X | 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; |
| (i) | | A church plan that is excluded from the definition of an |
| | | Investment company under Section 3(c)(14) of the Investment |
| | | Company act; |
| (j) | | Group, in accordance with Rule
13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(b), check this box.
Page 2 of 3 pages
ITEM 4. Ownership
| Provide the following information regarding the aggregate number
and | | | |
| --- | --- | --- | --- |
| Percentage of the class of securities of issuer identified in Item
1. | | | |
| (a) | Amount beneficially owned: 14,976,106 | | |
| | Including 0 shares where there is a Right to
Acquire. | | |
| (b) | Percent of class: 6.3% | | |
| (c) | Number of shares as to which such person has: | | |
| | (i) | Sole power to vote or to direct the vote: | 12,136,531 |
| | (ii) | Shared power to vote or to direct the vote: | 0 |
| | (iii) | Sole power to dispose or to direct the disposition of: | 14,976,106 |
| | (iv) | Shared power to dispose or to direct the disposition of: | 0 |
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 has ceased to be the beneficial owner of |
| more than five percent of the class of securities, check |
| the following. (
) |
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
| Item 7. |
|---|
| Security being reported on by the Parent Holding |
| Company. |
| Not Applicable |
| Item 8. |
|---|
| Not Applicable |
| Item 9. |
|---|
| Not Applicable |
ITEM 10. Certifications
| By signing below I certify that, to the
best of my knowledge and belief, |
| --- |
| the securities referred to above were acquired and are held in the |
| ordinary course of business and 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. |
Page 3 of 3 pages
| 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. |
| Dated: February 10, 2017 |
|---|
| By: /s/ Michael J. Heller |
| -------------------------------------- |
| Michael J. Heller |
| Managing Director |
| The original statement shall be signed by each
person on whose behalf the statement |
| --- |
| is filed or his authorized representative. If the statement is signed
on behalf of |
| a person by his authorized representative (other than an executive
officer or general |
| partner of the filing person), evidence of the representative's
authority to sign on |
| behalf of such person shall be filed with the statement, provided,
however, that a |
| power of attorney for this purpose which is already on file with the
commission may |
| be incorporated by reference. The name and any title of each person who
signs the |
| the statement shall be typed or printed beneath his
signature. |
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