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13D Filing: Gemini Properties Sends Letter to Five Star Quality Care Inc (FVE)

Five Star Quality Care, Inc. (NYSE:FVEis the subject of a new 13D filing issued by Gemini Properties, which reveals the most up-to-date ownership information of the investment firm in the stock, at 2.80 million shares, which you can see in the table below. 13D filings indicate an activist position, which means that the filer may make efforts to engage the company’s management and/or board of directors and make recommendations as to ways to improve the company’s operations and enhance the stock’s value to shareholders.

Item 4 of the below filing provides the following update:

On March 1, 2016, an affiliate of the Reporting Persons issued a letter to the shareholders of the Issuer (the “Letter to Shareholders”) outlining the Reporting Persons’ analysis regarding the unrecognized value of the Assets and how the capital infusion provided by the sale of the Assets could allow the Issuer to pursue several opportunities to enhance value for all shareholders.  The Letter to Shareholders details the Issuer’s recent operational and financial underperformance and concludes by encouraging shareholders to contact the Issuer’s management to better understand their strategic, long-term vision for the Issuer’s business and to compare such vision to the Reporting Persons’ proposals.
The forgoing description of the Letter to Shareholders does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter to Shareholders, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
William F. Thomas 320,511 2,799,242 320,511 2,799,242 3,119,753 6.4%
Robert D. Thomas 0 3,022,076 0 3,022,076 3,022,076 6.2%
Gemini Properties 0 1,915,164 0 1,915,164 1,915,164 3.9%

Page 1 of 9 SEC Filing

United States
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
FIVE STAR QUALITY CARE, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
33832D106
(CUSIP Number)
 
 
Eller & Detrich, P.C.
Akin Gump Strauss Hauer & Feld LLP
 
Attn: Philip J. Eller, Esq.
Attn: Jeffrey L. Kochian, Esq.
 
2727 East 21st Street, Suite 200
One Bryant Park
 
Tulsa, Oklahoma 74114
New York, New York 10036
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 1, 2016
(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 sections 240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box. [X]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
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