SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the
Securities Exchange Act of 1934
(Amendment No.: 9)*
Name
of issuer: Senior Housing
Properties Trust
Title
of Class of Securities: REIT
CUSIP
Number: 81721M109
Date
of Event Which Requires Filing of this Statement:
August 31, 2013
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
(X)
Rule 13d-1(b)
(
) Rule 13d-1(c)
(
) Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued
on the following page(s))
13G
CUSIP
No.: 81721M109
1. NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Vanguard
Group - 23-1945930
2. CHECK
THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP
3. SEC
USE ONLY
4. CITIZENSHIP
OF PLACE OF ORGANIZATION
Pennsylvania
(For
questions 5-8, report the number of shares beneficially owned by each reporting
person with:)
5.
SOLE VOTING POWER
344,757
6.
SHARED VOTING POWER
126,130
7. SOLE
DISPOSITIVE POWER
18,767,982
8. SHARED
DISPOSITIVE POWER
279,047
9. AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,047,029
10. CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.12%
12. TYPE
OF REPORTING PERSON
IA
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the
Securities Act of 1934
Check
the following [line] if a fee is being paid with this statement N/A
Item
1(a) - Name of Issuer:
Senior Housing
Properties Trust
Item
1(b) - Address of Issuer's Principal Executive Offices:
2 Newton Place
255 Washington
Street, Suite 300
Newton,
Massachusetts 02458-1634
Item
2(a) - Name of Person Filing:
The Vanguard
Group - 23-1945930
Item
2(b) – Address of Principal Business Office or, if none, residence:
100 Vanguard Blvd.
Malvern, PA 19355
Item
2(c) – Citizenship:
Pennsylvania
Item
2(d) - Title of Class of Securities:
REIT
Item
2(e) - CUSIP Number
81721M109
Item
3 - Type of Filing:
This
statement is being filed pursuant to Rule 13d-1. An investment
adviser in accordance with §240.13d-1(b)(1)(ii)(E).
Item
4 - Ownership:
(a) Amount Beneficially Owned:
19,047,029
(b) Percent of Class:
10.12%
(c) Number of
shares as to which such person has:
(i) sole
power to vote or direct to vote: 344,757
(ii) shared
power to vote or direct to vote: 126,130
(iii) sole
power to dispose of or to direct the disposition of: 18,767,982
(iv) shared
power to dispose or to direct the disposition of: 279,047
Comments:
Item
5 - Ownership of Five Percent or Less of a Class:
Not Applicable
Item
6 - Ownership of More Than Five Percent on Behalf of Another Person:
Not
applicable
Item
7 - Identification and Classification of the Subsidiary Which Acquired The
Security Being Reported on by the Parent Holding Company
:
See Attached
Appendix A
Item
8 - Identification and Classification of Members of Group:
Not
applicable
Item
9 - Notice of Dissolution of Group:
Not
applicable
Item
10 - Certification:
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not acquired
in connection with or as a participant in any transaction having such purpose
or effect.
Signature
After
reasonable 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: 09/09/13
By
/s/ F.
William McNabb III*
F. William
McNabb III
President and
Chief Executive Officer
*By:
/s/ Glenn Booraem
Glenn Booraem, pursuant to a Power of Attorney filed herewith
.
Appendix
A
Vanguard
Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 113,397 shares or .06% of the Common
Stock outstanding of the Company as a result of its serving as investment
manager of collective trust accounts.
Vanguard
Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of The
Vanguard Group, Inc., is the beneficial owner of 397,010 shares or
.21% of the Common
Stock outstanding of the Company as a result of its serving as investment
manager of Australian investment offerings.
By
/s/ F.
William McNabb III*
F. William
McNabb III
President and
Chief Executive Officer
*By:
/s/ Glenn Booraem
Glenn
Booraem, pursuant to a Power of Attorney filed herewith.
NOTICE
SEPTEMBER 5, 2013
The
purpose of this power of attorney is to give the person you designate (your
“agent”) broad powers to act on your behalf and to perform any and all acts the
agent deems necessary to enable the undersigned persons to comply with the
applicable laws of the united states without advance notice to you or approval
by you.
This power
of attorney does not impose a duty on your agent to exercise granted powers,
but when powers are exercised, your agent must use due care to act for your
benefit and in accordance with this power of attorney.
Your agent
may exercise the powers given here throughout your lifetime, even after you
become incapacitated, unless you expressly limit the duration of these powers
or you revoke these powers or a court acting on your behalf terminates your
agent’s authority.
Your agent
must keep your funds separate from your agent’s funds.
A court
can take away the powers of your agent if it finds your agent is not acting
properly.
The powers
and duties of an agent under a power of attorney are explained more fully in 20
pa.c.s. Ch. 56.
If
there is anything about this form that you do not understand, you should ask a
lawyer of your own choosing to explain it to you.
On
the date indicated in the notice above, I have read or had explained to me this
notice and I understand its contents.
The
Vanguard Group, Inc.
By
_/s/
F. William McNabbIII
Name:
F. William McNabb III
Title:
Chairman, President, and Chief Executive Officer
Vanguard
Fiduciary Trust Company
By
_/s/
F. William McNabbIII
Name:
F. William McNabb III
Title: Chairman, President, and Chief
Executive Officer
Vanguard
Admiral Funds
Vanguard
Bond Index Funds
Vanguard
California Tax-Free Funds
Vanguard
Charlotte Funds
Vanguard
Chester Funds
Vanguard
CMT Funds
Vanguard
Convertible Securities Fund
Vanguard
Explorer Fund
Vanguard
Fenway Funds
Vanguard
Fixed Income Securities Funds
Vanguard
Florida Tax-Free Funds
Vanguard
Horizon Funds
Vanguard
Index Funds
Vanguard
Institutional Index Funds
Vanguard
International Equity Index Funds
Vanguard
Malvern Funds
Vanguard
Massachusetts Tax-Exempt Funds
Vanguard
Money Market Reserves
Vanguard
Montgomery Funds
Vanguard
Morgan Growth Fund
Vanguard
Municipal Bond Funds
Vanguard
New Jersey Tax-Free Funds
Vanguard
New York Tax-Free Funds
Vanguard
Ohio Tax-Free Funds
Vanguard
Pennsylvania Tax-Free Funds
Vanguard
Quantitative Funds
Vanguard
Scottsdale Funds
Vanguard
Specialized Funds
Vanguard
STAR Funds
Vanguard
Tax-Managed Funds
Vanguard
Trustees’ Equity Fund
Vanguard
Valley Forge Funds
Vanguard
Variable Insurance Funds
Vanguard
Wellesley Income Fund
Vanguard
Wellington Fund
Vanguard
Whitehall Funds
Vanguard
Windsor Funds
Vanguard
World Fund
By
_/s/
F. William McNabbIII
Name:
F. William McNabb III
Title:
Chairman, President, and Chief Executive Officer
POWER OF ATTORNEY
Each of the
undersigned persons (as such term is defined in the Securities Act of 1933, as
amended) whose signatures appear below (each, a “Principal”) hereby constitutes
and appoints Glenn Booraem as its agent with authority to execute in the name
of and on behalf of such Principal any and all documents, certificates, instruments,
statements, other filings, and amendments to the foregoing (collectively, “Documents”)
determined by such Principal to be necessary or appropriate to comply with
ownership or control-person reporting requirements imposed by any United States
or non-United States governmental or regulatory authority, including without
limitation Forms 3, 4, 5, 13D, 13F, and 13G and any amendments to any of the
foregoing as may be required to be filed with the Securities and Exchange
Commission, and delivering, furnishing, or filing any such Documents with the
appropriate governmental, regulatory authority, or other person, and granting
to such agent full power and authority to do and perform each and every act
requisite and necessary to be done in connection therewith, as fully as each
undersigned Principal might or could do itself or in person, hereby ratifying
and confirming all that such agent may lawfully do or cause to be done by virtue
hereof:
Each Principal
hereby revokes all powers of attorney which it may have heretofore granted
regarding the subject matter hereof.
The undersigned
person has executed this Power of Attorney in the capacity and on the date
indicated above.
The
Vanguard Group, Inc.
By
_/s/
F. William McNabbIII
Name:
F. William McNabb III
Title:
Chairman, President, and Chief Executive Officer
Vanguard
Fiduciary Trust Company
By
_/s/
F. William McNabbIII
Name:
F. William McNabb III
Title: Chairman, President, and Chief
Executive Officer
Vanguard
Admiral Funds
Vanguard
Bond Index Funds
Vanguard
California Tax-Free Funds
Vanguard
Charlotte Funds
Vanguard
Chester Funds
Vanguard
CMT Funds
Vanguard
Convertible Securities Fund
Vanguard
Explorer Fund
Vanguard
Fenway Funds
Vanguard
Fixed Income Securities Funds
Vanguard
Florida Tax-Free Funds
Vanguard
Horizon Funds
Vanguard
Index Funds
Vanguard
Institutional Index Funds
Vanguard
International Equity Index Funds
Vanguard
Malvern Funds
Vanguard
Massachusetts Tax-Exempt Funds
Vanguard
Money Market Reserves
Vanguard
Montgomery Funds
Vanguard
Morgan Growth Fund
Vanguard
Municipal Bond Funds
Vanguard
New Jersey Tax-Free Funds
Vanguard
New York Tax-Free Funds
Vanguard
Ohio Tax-Free Funds
Vanguard
Pennsylvania Tax-Free Funds
Vanguard
Quantitative Funds
Vanguard
Scottsdale Funds
Vanguard
Specialized Funds
Vanguard
STAR Funds
Vanguard
Tax-Managed Funds
Vanguard
Trustees’ Equity Fund
Vanguard
Valley Forge Funds
Vanguard
Variable Insurance Funds
Vanguard
Wellesley Income Fund
Vanguard
Wellington Fund
Vanguard
Whitehall Funds
Vanguard
Windsor Funds
Vanguard
World Fund
By
_/s/
F. William McNabb III
Name:
F. William McNabb III
Title:
Chairman, President, and Chief Executive Officer
ACKNOWLEDGMENT
I, Glenn Booraem, have read the attached power of
attorney and am the person identified as the agent for the Principals. I
hereby acknowledge that in the absence of a specific provision to the contrary
in the power of attorney or in 20 Pa.C.S. when I act as agent:
I
shall exercise the powers for the benefit of the Principals.
I
shall keep the assets of the Principals separate from my assets.
I
shall exercise reasonable caution and prudence.
I
shall keep a full and accurate record of all actions, receipts, and
disbursements on behalf of the Principals.
Date:
September 5, 2013
By
/s/Glenn Booraem
Glenn Booraem
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