**Exhibit 4.1**

 
| **COMMON SHARES  $.01 PAR VALUE PER SHARE**THIS CERTIFICATE IS TRANSFERABLE |                                              | **COMMON SHARES  $.01 PAR VALUE PER SHARE  SEE REVERSE FOR IMPORTANT NOTICE** |
|-----------------------------------------------------------------------------|----------------------------------------------|-------------------------------------------------------------------------------|
| IN SOUTH SAINT  PAUL, MN.                                                   | **A  MARYLAND REAL ESTATE INVESTMENT TRUST** | **ON  TRANSFER RESTRICTIONS AND**                                             |
| ** **                                                                  |                                         | **OTHER  INFORMATION**                                                        |
|                                                                        |                                         |                                                                          |
|                                                                        |                                         | CUSIP 81721M 10 9                                                             |

 

*THIS CERTIFIES THAT*

 

 

*is the registered holder of*

 

FULLYPAID AND NONASSESSABLE COMMON SHARES OF BENEFICIAL INTEREST IN

 

**SENIOR HOUSING PROPERTIES TRUST**

 

*a Maryland real estate investment trust (the“Trust”), transferable on the books of the Trust by the holder hereof in personor by its duly**authorized attorney upon surrender of this Certificateproperly endorsed. This Certificate and the shares evidenced hereby are issuedand shall be held subject to all of the provisions of the Declaration of Trustand Bylaws of the Trust and any amendments thereto. The holder of thisCertificate and every transferee or assignee hereof by accepting or holding thesame agrees to be bound by all of the provisions of the Declaration of Trustand Bylaws of the Trust, as amended from time to time. This Certificate is notvalid unless countersigned and registered by the Transfer Agent and Registrar.*

 

*IN WITNESS WHEREOF, the Trust hascaused this Certificate to be executed on its behalf by its duly authorizedofficers.*

 
| *Dated:* |          |          |
|----------|---------------|---------------|
| * * |               |               |
|     | **PRESIDENT** | **TREASURER** |

 
| COUNTERSIGNED  AND REGISTERED: |   |   |
|--------------------------------|--------|--------|
| WELLS FARGO  BANK, N.A.        |   |   |
|                           |   |   |
| BY                             |        |   | TRANSFER  AGENT  AND REGISTRAR |
|                           |   |   |   |
|                           |   |   | AUTHORIZED  SIGNATURE |

 

THEDECLARATION OF TRUST PROVIDES THAT THE NAME “SENIOR HOUSING PROPERTIES TRUST”REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY ASTRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE, SHAREHOLDER,EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLYOR SEVERALLY, IN CONNECTION WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THETRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANYSUM OR PERFORMANCE OF ANY OBLIGATION.

 

AMERICAN FINANCIAL PRINTING INCORPORATED –MINNEAPOLIS

 

----

 

**SENIOR HOUSING PROPERTIES TRUST**

**IMPORTANT NOTICE**

 

PURSUANT AND SUBJECT TO THETERMS OF THE TRUST’S DECLARATION OF TRUST, A COPY OF WHICH, TOGETHER WITH ALLAMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON FILE WITH THESTATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, THE TRUST HAS THEAUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES OF SHARES ANDISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES.  THE TRUST WILL FURNISH A FULL STATEMENT OF (i) THEAUTHORITY OF THE TRUST TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES ANDISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THETERMS OF ANY EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHERINFORMATION AS IS REQUIRED BY SECTION 8-203(d) OF THE MARYLAND REITLAW, WITHOUT CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THETRUST.

 

THE SHARES EVIDENCED BY THISCERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTERBE CONTAINED IN THE DECLARATION OR IN THE BYLAWS OF THE TRUST, AS AMENDED FROMTIME TO TIME (THE “BYLAWS”), INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIPOF MORE THAN 9.8% OF THE TRUST’S COMMON SHARES OR SECURITIES BY ANY PERSON ORGROUP. THIS DESCRIPTION OF THE RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THETRUST’S COMMON SHARES OR SECURITIES IS NOT COMPLETE. A MORE COMPLETEDESCRIPTION OF THESE RESTRICTIONS APPEARS IN THE DECLARATION OR BYLAWS, ASAPPLICABLE, COPIES OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPONREQUEST TO THE SECRETARY OF THE TRUST.

 

THIS CERTIFICATE ALSOEVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THERIGHTS AGREEMENT DATED AS OF MARCH 20, 2004 BETWEEN THE TRUST AND WELLSFARGO BANK, NATIONAL ASSOCIATION, AS SUCCESSOR RIGHTS AGENT, AND ANY AMENDMENTSOR RENEWALS THEREOF (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBYINCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THEPRINCIPAL OFFICES OF THE TRUST.  UNDERCERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILLBE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THISCERTIFICATE. THE TRUST WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OFTHE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGEPROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.  UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THERIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED (AS SUCH TERM IS DEFINED IN THERIGHTS AGREEMENT) BY ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON, ORANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTSAGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANYSUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.  THE RIGHTS SHALL NOT BE EXERCISABLE, ANDSHALL BE VOID SO LONG AS HELD, BY A HOLDER IN ANY JURISDICTION WHERE THEREQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH HOLDER, OR THE EXERCISE BY SUCHHOLDER, OF THE RIGHTS IN SUCH JURISDICTION SHALL NOT HAVE BEEN OBTAINED OR BEOBTAINABLE.

 

Thefollowing abbreviations, when used in the inscription on the face of thisCertificate, shall be construed as though they were written out in fullaccording to applicable laws or regulations:

 
| TEN COM | – | as tenants in common                        | UTMA  – |                               |  Custodian |    |
|---------|--------|---------------------------------------------|------------------------|------------------------------------|-----------------|---------|
|    |   |                                        |                   | (Cust)                             |            | (Minor) |
| TEN ENT | – | as tenants by entireties                    |                   | under  Uniform Transfers to Minors |
|    |   |                                        |                   |                               |
| JT TEN  | – | as joint tenants with right of survivorship |                   | Act                                |            |
|    |   | and not as tenants in common                |                   |                               | (State)         |
|         |        |                                             |                        |                                    |                 |         |  |

 

Additional abbreviations mayalso be used though not in above list.

 

*For value received                                                                                                hereby sell, assign, and transfer unto*

 
| PLEASE  INSERT SOCIAL SECURITY OR OTHER |   |
|-----------------------------------------|--------|
| IDENTIFYING  NUMBER OF ASSIGNEE         |   |
|                                    |   |

 

(PLEASE PRINT OR TYPEWRITE NAMEAND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

 

*                                                                                                                                                                                                            Sharesof beneficial interest represented by the within Certificate, and do herebyirrevocably constitute and appoint                                                                                                   Attorneyto transfer the said shares on the books of the within-named Trust with fullpower of substitution in the premises.*

 
| *Dated*                                                                                                                                                                                                                                                                                                                                                                                                      | * *                                                                                                                                                                                            | * * | X |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|---|
|                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                         | X                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                         | NOTICE: THE  SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON  THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR  ENLARGEMENT OR ANY CHANGE WHATEVER. |
|                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                |
| SIGNATURE GUARANTEED                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                |
| ALL GUARANTEES  MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A  PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”),  THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE  STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES  BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. |                                                                                                                                                                                                |

 

----