8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 21, 2015

FIVE STAR QUALITY CARE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-16817	04-3516029
(Commission File Number)	(IRS Employer Identification No.)
400 Centre Street, Newton, Massachusetts	02458
(Address of Principal Executive Offices)	(Zip Code)

617-796-8387

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

In this Current Report on Form 8-K, the “Company” refers to Five Star Quality Care, Inc.

Item 7.01.Regulation FD Disclosure.

On December 21, 2015, the Company responded to the Schedule 13D, as amended, filed by William F. Thomas and the related correspondence filed as exhibits thereto.  A copy of the Company’s response is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.Financial Statements and Exhibits.

(d)  Exhibits.

99.1Letter dated December 21, 2015.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIVE STAR QUALITY CARE, INC.
By:	/s/ Bruce J. Mackey Jr.
Name:	Bruce J. Mackey Jr.
Title:	President and Chief Executive Officer

Date:  December 21, 2015

3

EX-99.1

Exhibit 99.1

December 21, 2015

Mr. William Thomas

Senior Star

1516 S. Boston Avenue, Suite 301

Tulsa,  OK    74119

Dear Mr. Thomas:

The Five Star Board of Directors has directed me to respond to public announcements you have made in the S.E.C. Schedule 13D filed December 2, 2015, as amended on December 15, 2015, and in your letters, dated December 15, 2015, to Bruce Mackey and to Barry Portnoy.

After careful review of your public filings and your letters, the Board unanimously determined to re-iterate the preliminary reactions provided to you on November 30, 2015:  Five Star’s owned assets are not for sale.

The Five Star Board considers that the best way to improve the trading value of Five Star’s securities is to focus on improving earnings.  The earnings from Five Star’s owned communities are an important part of Five Star’s future.  The continued ownership of a significant number of communities provides a stable base for Five Star’s current and future operations.  Five Star’s current business plan is to expand the number of owned communities, rather than to dispose of owned properties.

As was explained to you, many of the business initiatives which you have suggested are already being undertaken and they do not require Five Star’s sale of its owned communities.  The Five Star Board understands that selling Five Star’s owned communities to a competitor company which you own or control may benefit you, but the Board does not believe selling these communities at this time will serve the best interests of Five Star or its shareholders.

Very truly yours,

/s/ Jennifer B. Clark

Jennifer B. Clark

Secretary