SC TO-T/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(AMENDMENT NO. 4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Five Star Quality Care, Inc.
(Name of Subject Company (Issuer))

ABP Acquisition LLC
(Names of Filing Persons (Offerors))

ABP Trust
Adam D. Portnoy
Barry M. Portnoy
(Names of Filing Persons (other persons))

Common Stock, par value $.01 per share
(Titles of classes of securities) 33832D106
(CUSIP number of class of securities)

Adam D. Portnoy
ABP Acquisition LLC
Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
(617) 928-1300
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the filing person)

Copies to:
Margaret R. Cohen, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 573-4800

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$54,000,000.00	$6,258.60

*

Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of up to 18,000,000 shares of common stock, par value $.01 per share, of Five Star Quality Care, Inc., at a purchase price of $3.00 per share.

**

The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), equals 0.0001159 of the transaction valuation.

ý

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$6,258.60	Filing Party:	ABP Acquisition LLC
Form or Registration No.	Schedule TO-T	Date Filed:	October 6, 2016
	Schedule TO-T/A		October 27, 2016

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

        This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this "Amendment No. 4") amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the "Commission") on October 6, 2016, as previously amended and supplemented (the "Schedule TO") by ABP Acquisition LLC, a Maryland limited liability company ("Purchaser"), and the other bidders thereto. The Schedule TO relates to the offer by Purchaser to purchase up to 18,000,000 of the issued and outstanding shares of common stock, par value $.01 per share ("Shares"), of Five Star Quality Care, Inc., a Maryland corporation ("FVE"), at the current offering price of $3.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 6, 2016, as amended and supplemented by the Amendment and Supplement to the Offer to Purchase dated October 27, 2016 (as each may be further amended or supplemented from time to time, the "Offer to Purchase") and the related Letter of Transmittal for Shares. This Amendment No. 4 amends and supplements the Schedule TO to add an exhibit.

        Except as specifically provided herein, the information contained in the Schedule TO and the Offer to Purchase remains unchanged and this Amendment No. 4 does not modify any of the information previously reported on the Schedule TO. This Amendment No. 4 should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Item 12.    Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

(a)(1)(O) Press Release issued by ABP Acquisition LLC on November 8, 2016.

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SIGNATURES

        After due 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.

Date: November 8, 2016

ABP Acquisition LLC
By:	/s/ ADAM D. PORTNOY
	Name:	Adam D. Portnoy
	Title:	President
ABP Trust
By:	/s/ ADAM D. PORTNOY
	Name:	Adam D. Portnoy
	Title:	President
Adam D. Portnoy
/s/ ADAM D. PORTNOY
Barry M. Portnoy
/s/ BARRY M. PORTNOY

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INDEX TO EXHIBITS

(a)(1)(A)	Offer to Purchase, dated as of October 6, 2016.*
(a)(1)(B)	Letter of Transmittal for Shares.*
(a)(1)(C)	Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(D)	Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.*
(a)(1)(E)	Press Release issued by ABP Acquisition LLC on October 3, 2016 (incorporated by reference to the Schedule TO-C filed by ABP Acquisition LLC on October 3, 2016).
(a)(1)(F)	Consent, Standstill, Registration Rights and Lock-Up Agreement, dated as of October 2, 2016, by and among Five Star Quality Care, Inc., ABP Trust, ABP Acquisition LLC, Barry M. Portnoy and Adam D. Portnoy.*
(a)(1)(G)	Consent Agreement, dated as of October 2, 2016, by and among Senior Housing Properties Trust, ABP Trust, ABP Acquisition LLC, Barry M. Portnoy and Adam D. Portnoy.*
(a)(1)(H)	Amendment and Supplement to the Offer to Purchase, dated as of October 27, 2016.**
(a)(1)(I)	Revised Letter of Transmittal for Shares.**
(a)(1)(J)	Revised Letter to Brokers, Dealers, Banks, Trust Companies and other Nominees.**
(a)(1)(K)	Revised Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and other Nominees.**
(a)(1)(L)	Press Release issued by ABP Acquisition LLC on October 28, 2016.***
(a)(1)(M)	Letter Agreement regarding execution and expense reimbursement of Credit Facility Letter Waiver and Consent, dated October 21, 2016 , by and among Five Star Quality Care, Inc., ABP Trust, ABP Acquisition LLC, Barry M. Portnoy and Adam D. Portnoy.**
(a)(1)(N)	Letter dated November 1, 2016 from 400 Centre Street LLC to Gemini Properties, including the attachment thereto.#
(a)(1)(O)	Press Release issued by ABP Acquisition LLC on November 8, 2016.

*

Previously filed by ABP Acquisition LLC in its Tender Offer Statement on Schedule TO with the Commission on October 6, 2016.

**

Previously filed by ABP Acquisition LLC in its Amendment No. 1 to its Tender Offer Statement on Schedule TO with the Commission on October 27, 2016.

***

Previously filed by ABP Acquisition LLC in its Amendment No. 2 to its Tender Offer Statement on Schedule TO with the Commission on October 28, 2016.

#

Previously filed by ABP Acquisition LLC in its Amendment No. 3 to its Tender Offer Statement on Schedule TO with the Commission on November 4, 2016.

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Item 12. Exhibits

SIGNATURES
INDEX TO EXHIBITS

EX-99.(A)(1)(O)

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Exhibit (a)(1)(O)

FOR IMMEDIATE RELEASE Contact:
Timothy A. Bonang
617-796-8390

ABP RESPONDS TO THOMAS BROTHERS' MISSTATEMENTS

        Newton, MA (November 8, 2016). ABP Acquisition LLC ("ABP") today responded to an open letter and press release issued yesterday by William F. Thomas and Robert D. Thomas (together, the "Thomas Brothers"), as follows:

"There are so many misstatements and improper innuendos in the Thomas Brothers' rambling screed that it is not possible to respond comprehensively in a short press release. Instead, ABP will limit its response to only those false statements and innuendos that ABP believes may be relevant to shareholders who are considering whether to tender their shares in the pending tender offer by ABP for shares of Five Star Quality Care, Inc. (Nasdaq: FVE) ("Five Star").

"First, there is nothing coercive about the pending offer. ABP set the tender offer price at a 57% premium to the unaffected share price on September 30, 2016, the day before ABP's tender offer was publicly announced. The number of shares subject to the tender offer was set after negotiations with a Special Committee of Five Star's Board as the amount that might be acquired without jeopardizing valuable tax attributes of Five Star and after ABP agreed to 10 year standstill and lock up conditions. After the tender offer closes, Five Star shares will continue to trade on the Nasdaq market. The offer is completely voluntary, and Five Star shareholders may or may not tender, in their discretion.

"Second, the Thomas Brothers never made a tender offer (or even a conditional tender offer) for Five Star shares at a higher price than ABP, or at any price. Instead, the Thomas Brothers announced that they "intend" to make a tender offer. The Thomas Brothers then declined to offer the same standstill and lock up conditions that had been accepted by ABP and asked the Five Star Board to ignore its responsibilities to protect Five Star's valuable tax attributes and its contractual obligations. Now, instead of an offer to purchase Five Star shares, the Thomas Brothers propose to nominate one person to Five Star's Board.

"Third, there is nothing improper in the relationship between Five Star and Senior Housing Properties Trust (Nasdaq: SNH) ("SNH") or SNH's manager, The RMR Group, LLC. Until it was spun out, Five Star was formerly a 100% owned subsidiary of SNH. SNH is a REIT and Five Star was created to lease properties from SNH to comply with REIT rules. SNH has invested several billion dollars in properties leased or managed by Five Star. In these circumstances it is not unexpected, and does not seem unusual, that SNH would impose conditions upon Five Star's governance, despite the Thomas Brothers' contrary accusations.

"Finally, the Thomas Brothers never made an offer to buy Five Star for $325 million, or at any price. Instead, the Thomas Brothers explicitly stated that they had no interest to acquire Five Star but were only interested to acquire Five Star's best properties at a bargain basement price and without regard to Five Star's obligations."

Two Newton Place//255 Washington Street, Suite 300//Newton, Massachusetts 02458//617-796-8390

        The ABP tender offer closes at midnight on Thursday, November 10, 2016. The tender offer price of $3.00/share represents a 57% premium to the unaffected share price at the market close on September 30, 2016, the day before the ABP tender offer was announced.

IMPORTANT INFORMATION ABOUT THE TENDER OFFER

        This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell shares, nor is it a substitute for the tender offer materials that ABP Acquisition LLC has filed with the U.S. Securities and Exchange Commission, or the SEC. ABP Acquisition LLC has filed a Tender Offer Statement on Schedule TO and Five Star has filed a Solicitation/ Recommendation Statement on Schedule 14D-9 with the SEC with respect to ABP's tender offer, as each may be amended. THE TENDER OFFER MATERIALS ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE AMENDMENT AND SUPPLEMENT TO THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. FIVE STAR STOCKHOLDERS SHOULD READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF FIVE STAR SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the Amendment and Supplement to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/ Recommendation Statement, are available to all holders of Five Star common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are available for free at the SEC's website at www.sec.gov. Copies of the documents filed with the SEC by ABP Acquisition LLC also are available free of charge by contacting Morrow Sodali Global LLC, its information agent for the tender offer, at (800) 662-5200.

        Five Star also files annual, quarterly and current reports and other information with the SEC. Important information about Five Star is contained in these filings. You may read and copy these reports or other information filed by Five Star at the SEC public reference room, 100 F Street, N.E., Washington DC. 20549. Five Star's filings with the SEC are also available for free at the SEC's website, www.sec.gov.

WARNING REGARDING FORWARD LOOKING STATEMENTS

        THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. WHENEVER ABP USES WORDS SUCH AS "BELIEVES", "INTENDS", "EXPECTS", "POTENTIAL", "WILL", "MAY", "SHOULD", "ESTIMATES", "ANTICIPATES" AND DERIVATIVES OR NEGATIVES OF SUCH WORDS OR SIMILAR WORDS, ABP IS MAKING FORWARD LOOKING STATEMENTS. ABP'S FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE ARE BASED UPON ABP'S CURRENT BELIEFS AND EXPECTATIONS, BUT THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND, IN FACT, MAY NOT OCCUR BECAUSE OF VARIOUS RISKS, REASONS OR UNCERTAINTIES. FIVE STAR STOCKHOLDERS SHOULD NOT PLACE UNDUE RELIANCE UPON ABP'S FORWARD LOOKING STATEMENTS. ALSO, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, ABP UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENT AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

(END)

Two Newton Place//255 Washington Street, Suite 300//Newton, Massachusetts 02458//617-796-8390

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Exhibit (a)(1)(O)

IMPORTANT INFORMATION ABOUT THE TENDER OFFER
WARNING REGARDING FORWARD LOOKING STATEMENTS