Exhibit 4.1


 


	
  

  

  THIS CERTIFICATE IS
  TRANSFERABLE

  IN SOUTH SAINT PAUL, MN.

  

  



  	
  



  	
  

  

  SEE
  REVERSE FOR IMPORTANT NOTICE

  ON TRANSFER RESTRICTIONS AND

  OTHER INFORMATION

  



  
	
   

  	
  A CORPORATION
  FORMED UNDER THE LAWS OF THE STATE OF MARYLAND

  	
  CUSIP 33832D 10 6

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


THIS CERTIFIES THAT


 


 


is the owner of


 


COMMON 


 


FULLY PAID AND NONASSESSABLE
SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF


 


FIVE STAR
QUALITY CARE, INC.


 


(the “Corporation”) transferable on the books
of the Corporation by the holder hereof in person or by its duly authorized
attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby are issued and shall be held
subject to all of the provisions of the Charter and Bylaws of the Corporation
and any amendments thereto. The holder of this Certificate and every transferee
or assignee hereof by accepting or holding the same agrees to be bound by all
of the provisions of the Charter and Bylaws of the Corporation, as amended from
time to time. This Certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.


 


IN WITNESS WHEREOF, the Corporation has
caused this Certificate to be executed on its behalf by its duly authorized
officers.


 




	
  Dated:

  	
   

  	
   

  
	
  

   

  	
   

  	
  

  
	
  PRESIDENT

  	
   

  	
  TREASURER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


	
  COUNTERSIGNED
  AND REGISTERED:

  	
   

  	
   

  
	
  WELLS FARGO
  BANK, N.A.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY

  	
  

  	
   

  	
  TRANSFER
  AGENT

  AND REGISTRAR

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  AUTHORIZED
  SIGNATURE

  



 


AMERICAN
FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS


 

















 


FIVE STAR
QUALITY CARE, INC.


IMPORTANT
NOTICE


 


PURSUANT AND SUBJECT TO THE TERMS OF THE CHARTER OF THE CORPORATION
(TOGETHER WITH ALL AMENDMENTS THERETO, THE “CHARTER”), THE CORPORATION HAS THE
AUTHORITY TO CREATE ONE OR MORE ADDITIONAL CLASSES OR SERIES OF SHARES AND
ISSUE ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES. THE
CORPORATION WILL FURNISH A FULL STATEMENT OF (i) THE AUTHORITY OF THE
CORPORATION TO CREATE ADDITIONAL CLASSES OR SERIES OF SHARES AND ISSUE
ADDITIONAL SHARES OF ANY EXISTING CLASS OR SERIES OF SHARES, (ii) THE TERMS OF ANY
EXISTING CLASS OR SERIES OF SHARES, AND (iii) SUCH OTHER INFORMATION AS IS
REQUIRED BY SECTION 2-211(b) OF THE MARYLAND GENERAL CORPORATION LAW, WITHOUT
CHARGE TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE CORPORATION.


 


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON OWNERSHIP AND TRANSFER WHICH ARE OR MAY HEREAFTER BE CONTAINED IN THE
CHARTER OR IN THE BYLAWS OF THE CORPORATION, AS AMENDED FROM TIME TO TIME (THE
“BYLAWS”), INCLUDING PROVISIONS OF THE CHARTER WHICH PROHIBIT THE OWNERSHIP OF
MORE THAN 9.8% OF ANY CLASS OR SERIES OF THE CORPORATION’S SECURITIES BY ANY
PERSON OR GROUP. THIS DESCRIPTION OF THE RESTRICTIONS UPON OWNERSHIP OR
TRANSFER OF THE CORPORATION’S SECURITIES IS NOT COMPLETE. A MORE COMPLETE
DESCRIPTION OF THESE RESTRICTIONS APPEARS IN THE CORPORATION’S CHARTER OR
BYLAWS, AS APPLICABLE, COPIES OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY
SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE CORPORATION.


 


THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO
CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT DATED AS OF MARCH 10, 2004
BETWEEN THE CORPORATION AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS
SUCCESSOR RIGHTS AGENT, AND ANY AMENDMENTS OR RENEWALS THEREOF (THE “RIGHTS
AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND
A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICES OF THE CORPORATION. UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL
BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS
CERTIFICATE. THE CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY
OF THE RIGHTS AGREEMENT, AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE
PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN
CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED (AS
SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) BY ANY PERSON WHO IS, WAS OR
BECOMES AN ACQUIRING PERSON, OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH
TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON
BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER MAY BECOME NULL AND VOID. THE
RIGHTS SHALL NOT BE EXERCISABLE AND SHALL BE VOID SO LONG AS HELD, BY A HOLDER
IN ANY JURISDICTION WHERE THE REQUISITE QUALIFICATION TO THE ISSUANCE TO SUCH
HOLDER, OR THE EXERCISE BY SUCH HOLDER, OF THE RIGHTS IN SUCH JURISDICTION
SHALL NOT HAVE BEEN OBTAINED OR BE OBTAINABLE.


 


The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according 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 may
also 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 NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  



 


                                                                                                                                                                                                            Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint                                          
                                                          Attorney
to transfer the said stock on the books of the within-named Corporation with
full power 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.