| Item 1. | |
| (a) | Name of issuer:
DIVERSIFIED HEALTHCARE TRUST |
| (b) | Address of issuer's principal executive offices:
TWO NEWTON PLACE, 255 WASHINGTON STREET, SUITE 300, NEWTON, MASSACHUSETTS, 02458. |
| Item 2. | |
| (a) | Name of person filing:
FF Hybrid, LP
Flat Footed LLC
Marc Andersen |
| (b) | Address or principal business office or, if none, residence:
FF Hybrid, LP
c/o Flat Footed LLC
3415 North Pines Way, Suite 205
Wilson, WY 83014
Flat Footed LLC
3415 North Pines Way, Suite 205
Wilson, WY 83014
Marc Andersen
c/o Flat Footed LLC
3415 North Pines Way, Suite 205
Wilson, WY 83014 |
| (c) | Citizenship:
FF Hybrid, LP - DE
Flat Footed LLC - DE
Marc Andersen - USA |
| (d) | Title of class of securities:
Common Stock, $0.01 par value |
| (e) | CUSIP No.:
25525P107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (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);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
FF Hybrid, LP - 12,621,856
Flat Footed LLC - 23,487,000
Marc Andersen - 23,487,000 |
| (b) | Percent of class:
FF Hybrid, LP - 5.2 %
Flat Footed LLC - 9.8 %
Marc Andersen - 9.8 |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
FF Hybrid, LP - 0
Flat Footed LLC - 0
Marc Andersen - 0
|
| | (ii) Shared power to vote or to direct the vote:
FF Hybrid, LP - 12,621,856
Flat Footed LLC - 23,487,000
Marc Andersen - 23,487,000
|
| | (iii) Sole power to dispose or to direct the disposition of:
FF Hybrid, LP - 0
Flat Footed LLC - 0
Marc Andersen - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
FF Hybrid, LP - 12,621,856
Flat Footed LLC - 23,487,000
Marc Andersen - 23,487,000
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Flat Footed LLC is an investment adviser that is registered under the Investment Advisers Act of 1940. Flat Footed LLC, which serves as the investment manager to FF Hybrid, LP and various private funds (collectively, the "Funds"), and as sub-adviser to another private fund ("Other Fund"), which holds securities for the benefit of their investors and Mr. Marc Andersen, as Managing Member of Flat Footed LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds and by the Other Fund. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, each of the Funds and Other Fund expressly disclaims beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that any of the Funds or Other Fund are the beneficial owner of any of the securities reported herein.
Based on 240,574,611 shares of Common Stock outstanding as of July 31, 2024, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on August 1, 2024.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Note above. |
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)