United States
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
FIVE STAR QUALITY CARE
(Name of Issuer)
Common Stock
(Title of Class of Securities)
33832D106
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] 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).
CUSIP No.33832D106
(1) Names of reporting persons
William F. Thomas
(2) Check the appropriate box if a member of a group
(a)
(b)
(3) SEC only
(4) Citizenship or place of origination
Oklahoma, United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power
320,511
(6) Shared voting power
2,410,226
(7) Sole dispositive power
320,511
(8) Shared dispositive power
2,410,226
(9) Aggregate amount beneficially owned by each reporting person
2,730,737
(10) Check if the aggregate amount in Row (9) excludes certain
shares
(see instructions)
(11) Percent of class represented by amount in Row (9)
5.66%
(12) Type of reporting person (see instructions)
IN
CUSIP No.33832D106
(1) Names of reporting persons
Robert D. Thomas
(2) Check the appropriate box if a member of a group
(a)
(b)
(3) SEC only
(4) Citizenship of place of origination
Oklahoma, United States
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power
0
(6) Shared voting power
2,730,737
(7) Sole dispositive power
0
(8) Shared dispositive power
2,730,737
(9) Aggregate amount beneficially owned by each reporting person
2,730,737
(10) Check if the aggregate amount in Row (9) excludes certain
shares
(see instructions)
(11) Percent of class represented by amount in Row (9)
5.66%
(12) Type of reporting person (see instructions)
IN
Item 1.
(a) Name of Issuer
FIVE STAR QUALITY CARE
(b) Address of Issuer?s Principal Executive Offices
400 Centre Street, Newton, MA 02458-2076
Item 2.
(a) Name of Person Filing
William F. Thomas
Robert D. Thomas
(b) Address of Principal Business Office or, if none,
Residence
1516 South Boston Avenue
Suite 301
Tulsa, Oklahoma 74119
(c) Citizenship
William F. Thomas is a citizen of Oklahoma, United
States
Robert D. Thomas is a citizen of Oklahoma, United States
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
33832D106
Item 3. If this statement is filed pursuant to Section 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
(a) []Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o);
(b) []Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78o);
(c) []Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) []Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) []An investment advisor in accordance with ?240.13d-
1(b)(1)(ii)(E);
(f) []An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) []A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) []A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) []A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) []A non-U.S. institution in accordance with ?240.13d-
1(b)(1)(ii)(J);
(k) []Group, in accordance with ?240.13d-1(b)(1)(ii)(J);
Item 4. Ownership.
(a) Amount beneficially owned:
This amended Schedule 13G is being filed pursuant to Securities
Regulations Section 240.13d-2(b) to amend the initial joint Schedule 13G
filed by Mr. W.F. Thomas and Mr. R.D. Thomas on September 6, 2013. This
amended Schedule 13G is being filed to report changes in the number of
shares that Mr. W.F. Thomas and Mr. R.D. Thomas may be deemed to
beneficially own.
William F. Thomas holds and has beneficial ownership of
320,511 shares of Common Stock of the Issuer. By virtue of his
role as an advisor to certain donor advised charitable funds,
Mr. W.F. Thomas may be deemed to beneficially own 20,000 shares
of Common Stock of the Issuer. Mr. W.F. Thomas disclaims such
beneficial ownership. By virtue of his role as an advisor to an
individual retirement fund, Mr. W.F. Thomas may be deemed to
beneficially own an additional 2,150 shares of Common Stock of the
Issuer. Mr. W.F. Thomas disclaims such beneficial ownership to
the extent such beneficial ownership currently exists.
Robert D. Thomas does not hold any shares of Common Stock of
the Issuer. By virtue of his position in relation to family
investment funds, Mr. R.D. Thomas may be deemed to have beneficial
ownership of 39,800 shares of Common Stock of the Issuer. By virtue
of his position in relation to a family trust account, Mr. R.D.
Thomas may be deemed to have beneficial ownership of 18,500 shares of
Common Stock of the Issuer. Mr. R.D. Thomas disclaims beneficial
ownership of shares of Common Stock of the Issuer owned by such family
trust account to the extent such beneficial ownership currently
exists. By virtue of his role as an advisor to certain donor advised
charitable funds, Mr. R.D. Thomas may be deemed to beneficially own
196,012 shares of Common Stock of the Issuer. Mr. R.D. Thomas disclaims
such beneficial ownership.
By virtue of their respective roles as partners of an Oklahoma
general partnership, Mr. W.F. Thomas and Mr. R.D. Thomas may be deemed
to beneficially own 1,815,164 shares of Common Stock of the Issuer.
Both Mr. W.F. Thomas and Mr. R.D. Thomas in their individual capacity
each disclaim such beneficial ownership to the extent such beneficial
ownership currently exists.
By virtue of their respective roles as co-advisors to a donor
advised charitable investment fund, Mr. W.F. Thomas and Mr. R.D.
Thomas may be deemed to beneficially own 318,600 shares of Common Stock
of the Issuer. Both Mr. W.F. Thomas and Mr. R.D. Thomas each disclaim
such beneficial ownership.
By virtue of their business partnership and working relationship,
Mr. W.F. Thomas and Mr. R.D. Thomas may each be deemed to beneficially
own all shares of Common Stock of the Issuer beneficially owned by
the other as described in the foregoing paragraphs. Notwithstanding the
foregoing, Mr. W.F. Thomas disclaims beneficial ownership of any shares
of Common Stock of the Issuer that Mr. R.D. Thomas may beneficially own
and Mr. R.D. Thomas disclaims beneficial ownership of any shares of Common
Stock of the Issuer that Mr. W.F. Thomas may beneficially own.
NOTE: All statements made in this amended Schedule 13G with respect
to beneficial ownership, including, without limitation, all
disclaimers of beneficial ownership, are made with respect to
beneficial ownership as that term is defined in Securities Regulation
Section 240.13d-3 and such statements are made solely for the purpose of
reporting under Section 13(d) of the Securities Exchange Act of 1934.
All disclaimers of beneficial ownership are made pursuant to Securities
Regulation Section 240.13d-4 and are made solely for the purpose of
expressly declaring that the filing of this amended Schedule 13G and the
statements contained herein shall not be construed as an admission
that either Mr. W.F. Thomas or Mr. R.D. Thomas is, for the purposes of
section 13(d) or 13(g) of the Securities Exchange Act of 1934, a
beneficial owner of the Common Stock of the Issuer.
(b) Percent of class:
Neither Mr. W.F. Thomas nor Mr. R.D. Thomas hold more than 1% of
the Common Stock of the Issuer. However, by reason of the relationships
described in Item 4(a), and without regard to the relevant disclaimers,
it may be possible that either Mr. W.F. Thomas or Mr. R.D. Thomas
may be deemed to beneficially own 5.66% of the Common Stock of the
Issuer.
The percentages of beneficial ownership reported in this amended
Schedule 13G were calculated with reference to the 48,271,522 outstanding
shares of the issuer reported in the issuer?s quarterly report of
September 30, 2014.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
William F. Thomas, 320,511
Robert D. Thomas, 0
(ii) Shared power to vote or to direct the vote:
William F. Thomas, 2,410,226
Robert D. Thomas, 2,730,737
(iii) Sole power to dispose or to direct the disposition of:
William F. Thomas, 320,511
Robert D. Thomas, 0
(iv) Shared power to dispose or to direct the disposition of:
William F. Thomas, 2,410,226
Robert D. Thomas, 2,730,737
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [ ].
Item 6. Ownership of more than Five Percent on Behalf of Another
Person.
No person possesses such rights and/or powers in relation to
more than five (5) percent of the Common Stock of the Issuer.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of
the 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 not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in connection with
a nomination under Section 240.14a-11.
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.
February 11, 2015
__________________________
(Date)
WILLIAM F. THOMAS
/s/ William F. Thomas
__________________________
(Signature)
ROBERT D. THOMAS
/s/ Robert D. Thomas
__________________________
(Signature)
EXHIBIT INDEX
Exhibit and Description
99.1 Joint Filing Agreement, dated as of February 11, 2015, by and
between William F. Thomas and Robert D. Thomas.