EX-3.1 2 a19-19183_1ex3d1.htm EX-3.1

Exhibit 3.1

 

ARTICLES OF AMENDMENT

OF

FIVE STAR SENIOR LIVING INC.

 

Five Star Senior Living Inc., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:

 

FIRST:  At the Effective Time, the Articles of Amendment and Restatement dated December 5, 2001, as amended to date (the “Articles”), shall be amended to provide that every ten (10) shares of common stock, $.01 par value per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable issued and outstanding share of Common Stock, $.10 par value per share, without any further action by the Company or any holder thereof (the “Reverse Split”).  No fractional shares shall be issued in connection with the Reverse Split. Stockholders of the Company who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) in lieu of such fractional share interests.

 

SECOND:  The amendment to the Articles as set forth above has been duly approved by the board of directors of the Company as required by Section 2-309(e)(2) of the Maryland General Corporation Law (“MGCL”).  Pursuant to Section 2-309(e)(2) of the MGCL, no stockholder approval was required.

 

THIRD:  The amendments to the Articles as set forth above shall take effect on September 30, 2019 at 4:01 p.m. Eastern Time (the “Effective Time”).

 

FOURTH:  Each undersigned officer of the Company acknowledges these Articles of Amendment to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under penalties of perjury.

 

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IN WITNESS WHEREOF, these Articles of Amendment are hereby executed, as of September 30, 2019, in the name of and on behalf of the Company by its Executive Vice President, Chief Financial Officer and Treasurer and attested by its Senior Vice President, General Counsel and Assistant Secretary.

 

ATTEST:

 

FIVE STAR SENIOR LIVING INC.

 

 

 

 

/s/ Lisa J. Cooney

 

By:

/s/ Jeffrey C. Leer

Name: Lisa J. Cooney

 

Name: Jeffrey C. Leer

Title:   Senior Vice President, General
Counsel and Assistant Secretary

 

Title:   Executive Vice President, Chief Financial
Officer and Treasurer