SEC Form SC 13D/A filed by Diversified Healthcare Trust (Amendment)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

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* 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 disclosures provided in a prior cover page.

The information required on 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).

Introductory Note

This Amendment No. 1 to Schedule 13D is filed by and on behalf of each of the Reporting Persons to amend and supplement the Schedule 13D related to the Common Shares of Beneficial Interest, par value $0.01 per share (the “Shares”), of Diversified Healthcare Trust, a Maryland real estate investment trust (the “Issuer”), previously filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on June 12, 2023 (as amended, the “Schedule 13D”). Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as provided herein, each Item of the Schedule 13D remains unchanged.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

In acquiring 14,011,563 Shares, Galvanic Portfolios expended approximately $12,380,901 (excluding commissions) of its working capital.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On July 14, 2023, certain of the Reporting Persons filed a presentation (the “Presentation”) setting forth their opposition to the Proposed Merger with the SEC on Form PX14A6G. The foregoing summary of the Presentation is not complete and is qualified in its entirety by reference to the full text of the Presentation which is filed as Exhibit 4 to the Schedule 13D and is incorporated herein by reference. Certain of the Reporting Persons have also shared the Presentation with proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a), (b) Based upon Amendment No. 4 to the Form S-4 filed by Office Properties Income Trust with the SEC on July 17, 2023, there were 239,792,354 Shares issued and outstanding of the Issuer as of June 16, 2023. The 14,011,563 Shares beneficially owned by Galvanic Portfolios (the “Subject Shares”) represent approximately 5.8% of the Shares issued and outstanding.

Manager II, as the manager of Galvanic Portfolios, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Adviser II, as the investment adviser of Galvanic Portfolios, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. DESCO LLC, as the managing member of Manager II, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. DESCO LP, as the managing member of Adviser II, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. On July 18, 2023, the Reporting Persons beneficially owned 5.8% of the Shares issued and outstanding. None of Manager II, Adviser II, DESCO LLC, or DESCO LP owns any of the Subject Shares directly, and each of Manager II, Adviser II, DESCO LLC, and DESCO LP disclaims beneficial ownership of the Subject Shares.

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, which in turn is the managing member of Adviser II, which in turn is the investment adviser of Galvanic Portfolios, and by virtue of David E. Shaw’s position as President and sole shareholder of DESCO II Inc., which is the managing member of DESCO LLC, which in turn is the managing member of Manager II, which in turn is the manager of Galvanic Portfolios, David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the Subject Shares as described above. Therefore, David E. Shaw may be deemed to be the beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares.

As of July 18, 2023, neither any Reporting Person nor, to the best knowledge of any Reporting Person, any of the persons set forth in Item 2, owned any Shares other than those set forth in Item 5.

(c) The trading dates, number of Shares purchased or sold, and the price per share for all transactions by the Reporting Persons in the Shares since the filing of the Schedule 13D on June 12, 2023 through July 18, 2023, which were all brokered transactions, are set forth below:

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¹ Where weighted average price is used for the reported transactions, the Reporting Persons undertake to provide upon request by the SEC, full information regarding the number of shares purchased or sold at each separate price.

² A weighted average price based on prices ranging from $2.7700 to $3.0100.

³ A weighted average price based on prices ranging from $2.9050 to $3.1350.

⁴ A weighted average price based on prices ranging from $2.9200 to $3.2150.

⁵ A weighted average price based on prices ranging from $2.9000 to $3.1100.

⁶ A weighted average price based on prices ranging from $1.7850 to $1.9000.

⁷ A weighted average price based on prices ranging from $1.8450 to $1.9000.

⁸ A weighted average price based on prices ranging from $2.2450 to $2.4200.

⁹ A weighted average price based on prices ranging from $2.2000 to $2.5000.

¹⁰ A weighted average price based on prices ranging from $2.1300 to $2.3500.

¹¹ A weighted average price based on prices ranging from $2.3550 to $2.4750.

¹² A weighted average price based on prices ranging from $2.2900 to $2.5000.

¹³ A weighted average price based on prices ranging from $2.3800 to $2.5000.

¹⁴ A weighted average price based on prices ranging from $2.4600 to $2.5000.

¹⁵ A weighted average price based on prices ranging from $2.4800 to $2.5000.

¹⁶ A weighted average price based on prices ranging from $2.4600 to $2.5000.

The first paragraph of Item 6 of the Schedule 13D is hereby amended and restated as follows:

Galvanic Portfolios holds an aggregate principal amount of $20,130,000 of the Issuer’s 4.75% Senior Notes due 2024 and $16,996,000 of the Issuer’s 9.75% Senior Notes due 2025 (collectively, the “Bonds”). These Bonds do not give the Reporting Persons direct or indirect voting, investment, or dispositive control over any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership in any securities that may be referenced in such Bonds.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, are attached hereto as Exhibits 2 and 3 and incorporated herein by reference.

Dated: July 18, 2023