POS EX

As filed with the Securities and Exchange Commission on June 8, 2012

Registration No. 333-168129

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 2 TO

FORM S-11

FOR REGISTRATION

Under

THE SECURITIES ACT OF 1933 OF

SECURITIES OF CERTAIN REAL ESTATE COMPANIES

CNL HEALTHCARE TRUST, INC.

(Exact name of registrant as specified in its governing instruments)

Maryland	6798	27-2876363
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. employer identification number)
	CNL Center at City Commons 450 South Orange Avenue Orlando, Florida 32801 Telephone: (407) 650-1000

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

Stephen H. Mauldin

President and Chief Executive Officer

CNL Healthcare Trust, Inc.

CNL Center at City Commons

450 South Orange Avenue

Orlando, Florida 32801

Telephone: (407) 650-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard Baltz, Esq. Neil Goodman, Esq. Arnold & Porter LLP 555 Twelfth Street, NW Washington, DC 20004-1206 Telephone: (202) 942-5124 Peter E. Reinert, Esq. Lowndes, Drosdick, Doster, Kantor & Reed, P.A. 215 North Eola Drive Orlando, Florida 32801 Telephone: (407) 843-4600

Approximate date of commencement of proposed sale to public: As soon as practicable after the registration statement becomes effective.

If any of the securities being registered in this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  x

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Form S-11 Registration Statement (Registration No. 333-168129) is filed pursuant to Section 462(d) solely to (i) update Table VI included in Part II of the Registration Statement and (ii) to file an updated power of attorney as an exhibit to the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 36. Financial Statements and Exhibits

(b) The following exhibit is filed as part of the Registration Statement:

Exhibit No.	Description
24	Power of Attorney
99.1	Table VI—(Unaudited) Acquisitions of Properties by Program

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Post-effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on June 8, 2012.

CNL HEALTHCARE TRUST, INC. (Registrant)
By:	/s/ James M. Seneff, Jr.
	James M. Seneff, Jr. Chairman of the Board and Director

Pursuant to the requirements of the Securities Act of 1933, this Post-effective Amendment No. 2 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ James M. Seneff, Jr.	Chairman of the Board and Director	June 8, 2012
James M. Seneff, Jr.
/s/ *	Vice Chairman of the Board and Director	June 8, 2012
Thomas K. Sittema
/s/ *	Independent Director	June 8, 2012
Bruce Douglas
/s/ *	Independent Director	June 8, 2012
Michael P. Haggerty
/s/ *	Independent Director	June 8, 2012
J. Douglas Holladay
/s/ *	President and Chief Executive Officer	June 8, 2012
Stephen H. Mauldin	(Principal Executive Officer)
/s/ *	Senior Vice President, Chief Financial	June 8, 2012
Joseph T. Johnson	Officer and Treasurer (Principal Financial Officer)
/s/ *	Senior Vice President and Chief	June 8, 2012
Ixchell C. Duarte	Accounting Officer (Principal Accounting Officer)

By his signature set forth below, the undersigned, pursuant to duly authorized powers of attorney filed with the Securities and Exchange Commission, has signed this Post-effective Amendment No. 2 to the Registration Statement on behalf of the persons indicated.

*By:	/s/ James M. Seneff, Jr.
	James M. Seneff, Jr.
	Attorney-in-Fact

EX-24

Exhibit 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned hereby constitutes and appoints James M. Seneff, Jr. and Thomas K. Sittema, and each of them, their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all documents (including both pre-and post-effective amendments in connection with the registration statement), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them or their or his substitutes or substitute, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/s/ James M. Seneff, Jr.	Chairman of the Board and Director	June 4, 2012
James M. Seneff, Jr.
/s/ Thomas K. Sittema	Vice Chairman of the Board and Director	June 4, 2012
Thomas K. Sittema
/s/ Bruce Douglas	Independent Director	June 4, 2012
Bruce Douglas
/s/ Michael P. Haggerty	Independent Director	June 4, 2012
Michael P. Haggerty
/s/ J. Douglas Holladay	Independent Director	June 4, 2012
J. Douglas Holladay
/s/ Stephen H. Mauldin	President and Chief Executive Officer	June 4, 2012
Stephen H. Mauldin	(Principal Executive Officer)
/s/ Joseph T. Johnson	Senior Vice President, Chief Financial	June 4, 2012
Joseph T. Johnson	Officer and Treasurer (Principal Financial Officer)
/s/ Ixchell C. Duarte	Senior Vice President and Chief	June 4, 2012
Ixchell C. Duarte	Accounting Officer (Principal Accounting Officer)

EX-99.1

Exhibit 99.1

TABLE VI

(UNAUDITED)

ACQUISITIONS OF PROPERTIES BY PROGRAM

Table VI presents information concerning the acquisition of real properties by the public programs with similar investment objectives sponsored by affiliates of CNL for the period January 1, 2009 to December 31, 2011. This information is intended to assist the prospective investor in evaluating the terms involved in acquisitions by such prior programs.

Property name and location	Type of property	Gross leasable space (sq. ft.) or number of units (Note 1)	Date of purchase		Mortgage financing  at date of purchase		Contract purchase price plus acquisition fee (Note 4)		Other cash expenditures expensed		Other cash expenditures capitalized		Total acquisition cost (Note 2)
CNL LIFESTYLE PROPERTIES, INC.
Jiminy Peak Mountain Resort – Hancock, Massachusetts	Ski and Mountain Lifestyle	800 skiable acres, eight chairlifts; fee interest		01/27/09	$	—	$	27,000,000	$	281,800	$	—	$	27,281,800
Stevens Pass – King County, Washington	Ski and Mountain Lifestyle	1,125, skiable acres, 10 chairlifts; fee interest and special use permit		11/17/11	$	—	$	20,475,000	$	143,000	$	—	$	20,618,000
Wet’nWild Hawaii – Honolulu, Hawaii	Attractions	29-acre waterpark; leasehold interest		05/06/09	$	—	$	25,800,000	$	368,000	$	—	$	26,168,000
Pacific Park – Santa Monica, California	Attractions	2-acre theme park; leasehold interest		12/29/10	$	—	$	34,000,000	$	514,000	$	—	$	34,514,000
Anacapa Isle Marina – Oxnard, California	Marinas	438 wet slips; leasehold interest		03/12/10	$	—	$	9,829,000	$	286,250	$	—	$	10,115,250
Ballena Isle Marina – Alameda, California	Marinas	504 wet slips; leasehold interest		03/12/10	$	—	$	8,179,000	$	286,250	$	—	$	8,465,250
Cabrillo Isle Marina – San Diego, California	Marinas	438 wet slips; leasehold interest		03/12/10	$	—	$	20,575,000	$	286,250	$	—	$	20,861,250
Ventura Isle Marina – Ventura, California	Marinas	579 slips; leasehold interest		03/12/10	$	—	$	16,417,000	$	286,250	$	—	$	16,703,250
Bohemia Vista Yacht Basin – Chesapeake City, Maryland	Marinas	239 wet slips; fee interest		05/20/10	$	—	$	4,970,000	$	94,000	$	—	$	5,064,000
Hack’s Point Marina – Earleville, Maryland	Marinas	239 wet slips; fee interest		05/20/10	$	—	$	2,030,000	$	94,000	$	—	$	2,124,000
Culpepper Place at Branson Meadows – Branson, Missouri	Senior Housing	65 residential units		08/31/11	$	—	$	9,850,000	$	155,000	$	—	$	10,005,000

Property name and location	Type of property	Gross leasable space (sq. ft.) or number of units (Note 1)			Date of purchase		Mortgage financing  at date of purchase			Contract purchase price plus acquisition fee (Note 4)			Other cash expenditures expensed			Other cash expenditures capitalized			Total acquisition cost (Note 2)
Culpepper Place at Chesterfield Village – Springfield, Missouri	Senior Housing		80 residential units			08/31/11	$	—		$	12,200,00		$	155,000		$	—		$	12,355,000
Culpepper Place at Nevada – Nevada, Missouri	Senior Housing		31 residential units			08/31/11	$	—		$	425,000		$	155,000		$	—		$	580,000
Culpepper Place at Springdale – Springdale, Arkansas	Senior Housing		59 residential units			08/31/11	$	—		$	8,850,000		$	155,000		$	—		$	9,005,000
Culpepper Place of Springfield – Springfield, Missouri	Senior Housing		61 residential units			08/31/11	$	—		$	7,725,000		$	155,000		$	—		$	7,800,000
Culpepper Place of Jonesboro – Jonesboro, Arkansas	Senior Housing		61 residential units			08/31/11	$	—		$	7,950,000		$	155,000		$	—		$	8,105,000
Town Center Village – Portland, Oregon	Senior Housing		338 residential units			08/31/11	$	—		$	40,967,000		$	562,000		$	—		$	41,529,000
Grand Victorian of Pekin – Pekin, Illinois	Senior Housing		61 residential units			12/29/11	$	—		$	9,930,000		$	26,000		$	—		$	9,956,000
Grand Victorian of Sterling – Sterling, Illinois	Senior Housing		61 residential units			12/29/11	$	—		$	9,700,000		$	26,000		$	—		$	9,726,000
Grand Victorian of Washington – Washington, Illinois	Senior Housing		61 residential units			12/29/11	$	—		$	11,120,000		$	26,000		$	—		$	11,146,000
Great Wolf Lodge – Sandusky – Sandusky, Ohio	Hotels		271-room waterpark resort			08/06/09	$	—		$	43,400,000		$	69,300		$	—		$	43,469,300
Great Wolf Lodge – Wisconsin Dells – Wisconsin Dells, Wisconsin	Hotels		309-room waterpark resort			08/06/09	$	—		$	46,900,000		$	69,300		$	—		$	46,969,300
The Omni Mount Washington Resort – Bretton Woods, New Hampshire	Hotels		One golf facility, resort amenities and development land			08/12/11	$	—		$	10,500,000		$	341,000		$	—		$	10,841,000
Granby Development Lands – Granby, Colorado	Other		1,553 acres with infrastructure and improvements such as roads, water, sewer, golf course in various stages of completion			10/29/09	$	—		$	51,255,000		$	600		$	—		$	51,255,600
GLOBAL GROWTH TRUST, INC.
Long Point Property – Mount Pleasant, South Carolina	Multi- family development		(Note 3	)		05/20/11	$	(Note 3	)	$	3,880,000 (Note 3	)	$	(Note 3	)	$	(Note 3	)	$	3,880,000
Gwinnett Center – Duluth, Georgia	Multi-tenant three building office complex		264,000			10/17/11	$	7,000,000		$	14,361,000		$	172,000		$	—		$	14,533,000
GLOBAL INCOME TRUST, INC.
Austin Property – Pflugerville, Texas	Light industrial building		51,000			06/08/11	$	2,820,000		$	4,634,000		$	74,000		$	—		$	4,708,000
Heritage Commons III – Fort Worth, Texas	Office building		119,000			06/28/11	$	12,400,000		$	19,097,000		$	127,000		$	—		$	19,224,000
Heritage Commons IV – Fort Worth, Texas	Office building		164,000			10/27/11	$	24,500,000		$	31,574,000		$	183,000		$	—		$	31,757,000

FOOTNOTES:

Note 1: The types of properties acquired and leased by CNL Lifestyle Properties, Inc. are generally operating properties and are not meaningfully described in terms of number of units or leasable square footage. Therefore, a brief description of the properties are presented to assist a prospective investor in evaluating the characteristics and magnitude of the property acquisitions.

Note 2: Amounts used for acquisitions were derived from offering proceeds from stockholders and, in the case of CNL Lifestyle Properties, Inc., net sales proceeds reinvested in other properties. Amounts were also advanced under each company’s line of credit or through permanent financing to facilitate the acquisition of certain of these properties.

Note 3: The Long Point Property is a development project of a 258 unit Class A garden style apartment community. The Long Point Joint Venture entered into a development agreement with a maximum development budget of approximately $28.6 million. Development is expected to be completed in stages between the second and fourth quarters of 2012. In connection with the development of the property, the Long Point Joint Venture obtained a construction loan with an aggregate principal amount available for construction draws under the loan of $21.4 million. No amounts were drawn at the date of acquisition. Additionally, approximately $0.1 million of acquisition expenses were capitalized related to the Long Point Property acquisition.

Note 4: Contract purchase price plus acquisition fees for Global Growth Trust, Inc. and Global Income Trust, Inc., includes the 1.85% investment service fee paid to their respective advisor. The investment services fee has been expensed and has been included in acquisition fees and expenses on the respective consolidated statement of operations.