SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
PORTNOY ADAM D.

(Last) (First) (Middle)
C/O THE RMR GROUP LLC
TWO NEWTON PL., 255 WASH. ST., STE. 300

(Street)
NEWTON MA 02458

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DIVERSIFIED HEALTHCARE TRUST [ NASDAQ:DHC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/30/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest 194,373.55 D
Common Shares of Beneficial Interest 05/30/2023 P 635,253 A $1.2141(1) 3,185,272 I See Footnote(4)
Common Shares of Beneficial Interest 05/31/2023 P 1,065,000 A $1.3485(2) 4,250,272 I See Footnote(4)
Common Shares of Beneficial Interest 06/01/2023 P 1,454,388 A $1.4686(3) 5,704,660 I See Footnote(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $1.165 to $1.27 per share. Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, undertakes to provide to Diversified Healthcare Trust (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
2. The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $1.275 to $1.41 per share. Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
3. The reported price is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $1.39 to $1.50 per share. Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
4. These shares are held by ABP Trust; Mr. Portnoy, as the sole trustee, an officer and the controlling shareholder of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.
/s/ Adam D. Portnoy 06/01/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.