13D Filing: Gemini Properties Sends Letter to Five Star Quality Care Inc (FVE)

Page 7 of 9 SEC Filing

 
 
Robert D. Thomas does not directly hold any shares of Common Stock of the Issuer.  By virtue of his position as an advisor to certain 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 as trustee of 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 such beneficial ownership of shares of Common Stock of the Issuer owned by such family investment funds and family trust account.  By virtue of his role as an advisor to certain donor advised charitable funds, Mr. R.D. Thomas may be deemed to beneficially own 186,684 shares of Common Stock of the Issuer.  Mr. R.D. Thomas disclaims such beneficial ownership.
Gemini Properties, an Oklahoma general partnership, holds and beneficially owns 1,915,164 shares of Common Stock of the Issuer.  Mr. W.F. Thomas and Mr. R.D. Thomas, as general partners of Gemini Properties, may each be deemed to beneficially own such shares of Common Stock of the Issuer.
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 861,928 shares of Common Stock of the Issuer.  Mr. W.F. Thomas and Mr. R.D. Thomas each disclaims such beneficial ownership.
NOTE: All statements made in this Schedule 13D 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 Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and such statements are made solely for the purpose of reporting under Section 13(d) of the Exchange Act. All disclaimers of beneficial ownership are made pursuant to Rule 13d-4 promulgated under the Exchange Act and are made solely for the purpose of expressly declaring that the filing of this Schedule 13D 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 Exchange Act, a beneficial owner of such shares of Common Stock of the Issuer.
Neither Mr. W.F. Thomas nor Mr. R.D. Thomas directly holds more than 1% of the outstanding Common Stock of the Issuer.  Gemini Properties directly holds 3.9% of the outstanding Common Stock of the Issuer and may be deemed to have beneficial ownership of such shares of Common Stock. By reason of the relationships described in this Item 5(a), and without regard to the relevant disclaimers, it may be possible that Mr. W.F. Thomas may be deemed to beneficially own approximately 6.4% of the Common Stock of the Issuer and Mr. R.D. Thomas may be deemed to beneficially own approximately 6.2% of the Common Stock of the Issuer.
The percentages of beneficial ownership reported in this Schedule 13D were calculated based on 49,035,915 shares of Common Stock of the Issuer outstanding as of November 5, 2015, as reported in the Issuer’s Form 10-Q filed with Securities and Exchange Commission on November 6, 2015.
(b) Number of shares as to which the person has:
                      (i) Sole power to vote or to direct the vote:
                      Willliam F. Thomas, 320,511
                      Robert D. Thomas, 0
                      Gemini Properties, 0
                      (ii)  Shared power to vote or to direct the vote:
                     William F. Thomas, 2,799,242
                      Robert D. Thomas, 3,022,076
                      Gemini Properties, 1,915,164

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