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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
FIVE STAR QUALITY CARE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
33832D106
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(CUSIP Number)
DECEMBER 31, 2008
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(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).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
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CUSIP No. 33832D106 13G/A Page 2 of 9 Pages
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1. NAMES OF REPORTING PERSONS
Great Point Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
37-1475292
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 0
6. SHARED VOTING POWER
198,720
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
198,720
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,720
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.62%
12. TYPE OF REPORTING PERSON (See Instructions)
OO
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CUSIP No. 33832D106 13G/A Page 3 of 9 Pages
------------------------- --------------------------
1. NAMES OF REPORTING PERSONS
Dr. Jeffrey R. Jay, M.D.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 0
6. SHARED VOTING POWER
198,720
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
198,720
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,720
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.62%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------- --------------------------
CUSIP No. 33832D106 13G/A Page 4 of 9 Pages
------------------------- --------------------------
1. NAMES OF REPORTING PERSONS
Mr. David Kroin
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES 5. SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 0
6. SHARED VOTING POWER
198,720
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
198,720
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
198,720
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.62%
12. TYPE OF REPORTING PERSON (See Instructions)
IN
------------------------- --------------------------
CUSIP No. 33832D106 13G/A Page 5 of 9 Pages
------------------------- --------------------------
ITEM 1.
(a) Name of Issuer
Five Star Quality Care, Inc.
(b) Address of Issuer's Principal Executive Offices
400 Centre Street, Newtown, MA 02458
ITEM 2.
(a) Name of Person Filing
Great Point Partners, LLC
Dr. Jeffrey R. Jay, M.D.
Mr. David Kroin
The Reporting Persons have entered into a Joint Filing
Agreement, dated February 17, 2009, a copy of which is filed
with this Schedule 13G/A as Exhibit A, pursuant to which the
Reporting Persons have agreed to file this statement jointly
in accordance with the provisions of Rule 13d-1(k)(1) under
the Act.
(b) Address of Principal Business Office, or if none,
Residence
The address of the principal business office of each of
the Reporting Persons is
165 Mason Street, 3rd Floor
Greenwich, CT 06830
(c) Citizenship
Great Point Partners, LLC is a limited liability company
organized under the laws of the State of Delaware. Dr.
Jeffrey R. Jay, M.D. is a citizen of the United States. Mr.
David Kroin is a citizen of the United States.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
33832D106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.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. 78c).
(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 adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E).
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CUSIP No. 33832D106 13G/A Page 6 of 9 Pages
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(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss.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) [ ] Group, in accordance with
ss.240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
Great Point Partners, LLC ("Great Point") is the investment
manager of Biomedical Value Fund, L.P. ("BVF"), and by
virtue of such status may be deemed to be the beneficial
owner of the 124,960 shares of Common Stock of the Issuer
owned by BVF (the "BVF Shares"). Each of Dr. Jeffrey R. Jay,
M.D. ("Dr. Jay"), as senior managing member of Great Point,
and Mr. David Kroin ("Mr. Kroin"), as special managing
member of Great Point, has voting and investment power with
respect to the BVF Shares, and therefore may be deemed to be
the beneficial owner of the BVF Shares.
Great Point is the investment manager of Biomedical Offshore
Value Fund, Ltd. ("BOVF"), and by virtue of such status may
be deemed to be the beneficial owner of the 73,760 shares of
Common Stock of the Issuer owned by BOVF (the "BOVF
Shares"). Each of Dr. Jay, as senior managing member of
Great Point, and Mr. Kroin, as special managing member of
Great Point, has voting and investment power with respect to
the BOVF Shares, and therefore may be deemed to be the
beneficial owner of the BOVF Shares.
Great Point, Dr. Jay and Mr. Kroin disclaim beneficial
ownership of the BVF Shares and the BOVF Shares, except to
the extent of their respective pecuniary interest.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
1. GREAT POINT PARTNERS, LLC
(a) Amount beneficially owned: 198,720
(b) Percent of class: 0.62%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
- 0 -
(ii) Shared power to vote or to direct the
vote: 198,720
(iii) Sole power to dispose or to direct the
disposition of: - 0 -.
(iv) Shared power to dispose or to direct the
disposition of: 198,720
2. DR. JEFFREY R. JAY, M.D.
(a) Amount beneficially owned: 198,720
(b) Percent of class: 0.62%
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CUSIP No. 33832D106 13G/A Page 7 of 9 Pages
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0.
(ii) Shared power to vote or to direct the
vote: 198,720
(iii) Sole power to dispose or to direct the
disposition of: 0.
(iv) Shared power to dispose or to direct the
disposition of: 198,720
3. MR. DAVID KROIN
(a) Amount beneficially owned: 198,720
(b) Percent of class: 0.62%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0.
(ii) Shared power to vote or to direct the
vote: 198,720
(iii) Sole power to dispose or to direct the
disposition of: 0.
(iv) Shared power to dispose or to direct the
disposition of: 198,720
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 each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
[X].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
See Item 4.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
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
participant in any transaction having that purpose or effect.
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CUSIP No. 33832D106 13G/A Page 8 of 9 Pages
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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: February 17, 2009
GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
-----------------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
/s/ Dr. Jeffrey R. Jay, M.D.
----------------------------------------------------
DR. JEFFREY R. JAY, M.D.
/s/ Mr. David Kroin
----------------------------------------------------
MR. DAVID KROIN
EXHIBIT A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A
The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G/A to
which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of
each of them; and
(ii) Each of them is responsible for the timely filing of such Schedule
13G/A and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
Date: February 17, 2009
GREAT POINT PARTNERS, LLC
By: /s/ Dr. Jeffrey R. Jay, M.D.
-----------------------------------------------
Dr. Jeffrey R. Jay, M.D.,
as senior managing member
/s/ Dr. Jeffrey R. Jay, M.D.
--------------------------------------------
DR. JEFFREY R. JAY, M.D.
/s/ Mr. David Kroin
----------------------------------------------------
MR. DAVID KROIN