SC TO-T/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(AMENDMENT NO. 5)

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: ý

        This Amendment No. 5 to the Tender Offer Statement on Schedule TO (this "Amendment No. 5") 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 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 (the "Offer to Purchase") and the related Letter of Transmittal for Shares.

        Except as specifically provided herein, the information contained in the Schedule TO and the Offer to Purchase remains unchanged and this Amendment No. 5 does not modify any of the information previously reported on the Schedule TO. This Amendment No. 5 should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

Item 11.    Additional Information

        Item 11(c) of the Schedule TO is hereby amended and supplemented by adding the following information:

        Based on the final count provided by the Depositary, the total number of Shares validly tendered in the Offer was 22,769,337 shares. Pursuant to the terms of the Offer, the number of shares that Purchaser purchased from tendering stockholders was prorated so that Purchaser purchased in the Offer a total of 17,999,999 shares.

Item 12.    Exhibits

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

(a)(1)(P) Press Release issued by ABP Acquisition LLC on November 11, 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 14, 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.##
(a)(1)(P)	Press Release issued by ABP Acquisition LLC on November 11, 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.

##

Previously filed by ABP Acquisition LLC in its Amendment No. 4 to its Tender Offer Statement on Schedule TO with the Commission on November 8, 2016.

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Item 11. Additional Information
Item 12. Exhibits

SIGNATURES
INDEX TO EXHIBITS

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

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Exhibit (a)(1)(P)

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

ABP ACQUISITION LLC ANNOUNCES TENDER OFFER RESULTS FOR FIVE STAR SHARES

Tender Offer is Over-subscribed

        Newton, MA (November 11, 2016). ABP Acquisition LLC ("ABP") today announced the results of its tender offer to purchase up to 18 million shares of Five Star Quality Care, Inc. (Nasdaq: FVE), or Five Star, at a purchase price of $3.00/share, net to the seller in cash, without interest.

        The tender offer expired at 12:00 midnight, New York time, on Thursday, November 10, 2016. The depositary for the tender offer has reported that, based upon a preliminary count, the total number of shares tendered was 22,769,337. Accordingly, it appears that the tender offer was over-subscribed. Pursuant to the terms of the tender offer, the number of shares that ABP will purchase from tendering stockholders will be prorated so that ABP only purchases up to 18 million shares.

        The final results of the tender offer will be announced following confirmation of the final number of shares properly tendered. Payment for shares accepted for purchase will be made promptly, in accordance with the terms of the tender offer. All shares not accepted for payment will be returned to the stockholder or, in the case of tendered shares delivered by book entry transfer, credited to the account of the book entry transfer facility from which the transfer had been made, in accordance with the terms of the tender offer.

        If any Five Star stockholders have any questions about the tender offer, please call the information agent for this tender offer: Morrow Sodali Global LLC at (800) 662-5200.

WARNING REGARDING FORWARD LOOKING STATEMENTS

        THIS PRESS RELEASE CONTAINS FORWARD LOOKING STATEMENTS. 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 STATEMENTS 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)(P)