DIVERSIFIED HEALTHCARE TRUST

Regulatory Filings • Jun 30, 2016

8-A12B 1 a16-14257_38a12b.htm 8-A12B

*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

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*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.)

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*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

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