Adam D. Portnoy - Mar 18, 2023 Form 4 Insider Report for AlerisLife Inc. (ALR)

Role: Director
Signature: /s/ Adam D. Portnoy
Stock symbol: ALR
Transactions as of: Mar 18, 2023
Transactions value $: $29,237,045
Form type: 4
Date filed: 3/20/2023, 09:24 AM
Previous filing: Sep 16, 2022
Next filing: Mar 29, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ALR	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	-$75.1K	-57.3K	-100%	$1.31	0	Mar 18, 2023	Direct
transaction	ALR	Common Stock	Purchase	$29.3M	+22.4M		$1.31	22.4M	Mar 18, 2023	See Footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to an Agreement and Plan of Merger dated February 2, 2023, ABP Acquisition 2 LLC ("Purchaser"), a wholly owned subsidiary of ABP Acquisition LLC ("Parent"), a wholly owned subsidiary ABP Trust, commenced a tender offer (the "Offer") to purchase all of the outstanding shares of common stock of AlerisLife Inc. ("ALR") at a purchase price of $1.31 per share. As of the expiration of the Offer at one minute after 11:59 p.m., Eastern Time, on March 17, 2023, 22,375,687 shares had been tendered and not validly withdrawn pursuant to the Offer. Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer.
F2	This number reflects 1,799,999 shares owned directly by Parent, 172,784 shares owned directly by ABP Trust and 22,375,687 shares that were tendered in the Offer and accepted for purchase on March 18, 2023, and thereupon owned by Purchaser. Following Purchaser's acceptance for purchase of shares tendered in the Offer, on March 20, 2023, Purchaser was merged with and into ALR, with ALR surviving the merger as a wholly owned subsidiary of Parent. Mr. Portnoy, as president, sole trustee and a beneficial owner of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

Content

Pursuant to an Agreement and Plan of Merger dated February 2, 2023, ABP Acquisition 2 LLC ("Purchaser"), a wholly owned subsidiary of ABP Acquisition LLC ("Parent"), a wholly owned subsidiary ABP Trust, commenced a tender offer (the "Offer") to purchase all of the outstanding shares of common stock of AlerisLife Inc. ("ALR") at a purchase price of $1.31 per share. As of the expiration of the Offer at one minute after 11:59 p.m., Eastern Time, on March 17, 2023, 22,375,687 shares had been tendered and not validly withdrawn pursuant to the Offer. Purchaser accepted for purchase all shares tendered and not validly withdrawn pursuant to the Offer.

This number reflects 1,799,999 shares owned directly by Parent, 172,784 shares owned directly by ABP Trust and 22,375,687 shares that were tendered in the Offer and accepted for purchase on March 18, 2023, and thereupon owned by Purchaser. Following Purchaser's acceptance for purchase of shares tendered in the Offer, on March 20, 2023, Purchaser was merged with and into ALR, with ALR surviving the merger as a wholly owned subsidiary of Parent. Mr. Portnoy, as president, sole trustee and a beneficial owner of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.