Exhibit 4.1




	
  

  	
  NUMBER SHARES
  SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION 20742 A
  CORPORATION FORMED UNDER THE LAWS OF THE STATE OF MARYLAND CUSIP 33832D 10 6 THIS CERTIFIES THAT  SPECIMEN is the owner of 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: COUNTERSIGNED AND REGISTERES: WELLS FARGO BANK, N.A. BY
  TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE TREASURER AND CHIEF
  FINANCIAL OFFICER PRESIDENT AND CHIEF EXECUTIVE OFFICER

  






 















	
  

  	
  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 EVIDENCED 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 AND PROVISIONS OF THE BYLAWS
  PROHIBITING, FOR PURPOSES OF PRESERVING CERTAIN TAX BENEFITS OF “THE
  CORPORATION, TRANSFERS OF THE CORPORATION’S SHARES TO THE EXTENT THAT, AS A
  RESULT OF SUCH TRANSFER, EITHER A PERSON, ENTITY OR GROUP WOULD OWN 5% OR
  MORE OF THE CORPORATION’S OUTSTANDING SHARES OR THE PERCENTAGE OWNERSHIP OF
  ANY PERSON, ENTITY OR GROUP THEN OWNING 5% OR MORE OF THE CORPORATION’S
  OUTSTANDING SHARES WOULD INCREASE AS A RESULT. 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 OR 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, ASSET
  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 CORY OF THE RIGHTS
  AGREEMENT AS IN EFFECT ON THE DATE OF MAILING, WITHOUT CHARGE PROMPTLY AFTER
  RECEIPT OF A WRITTEN REQUEST THEREFORE UNDER CERTAIN CIRCUMSTANCES SET FORTH
  IN THE RIGHTS AGREEMENT) BY ANY PERSON WHO IS, WAS OR BECOMES ALL 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: UTMA - Custodian (Cust) (Minor) under Uniform Transfers
  to Minors TEN COM — as tenants in common TEN ENT — as tenants by entireties -
  as joint tenants with right of survivorship and not as tenants in common
  JTTEN Act (State) Additional abbreviations may also be used though not in
  above list. For value received hereby sell, assign, and transfer into PLEASE
  INSERT SOCIAL SECURITY OR OTHER IDENFYING 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 withing named corporation with full power of substitution in the
  premises.Dated SIGNATURE GUARANTEED ALI GUARANThKSMUS) BE MADE BY A FINANCIAL
  INSTITUTION (SUCH AS A BANK OH BOOKER) WHICH IS A PARTICIPANT IN IHfc
  SfcCUHIIIES TRANSFER AGENTS MEDAI LION PROGRAM CSIAMP”). THE NEW YORK STOCK
  EXCI lANCiE. INC. MHJAUION SIGNATURE PROGRAM f MSP”). OR TIC STOCK EXCI
  lANGtS MEDALLION PROGRAM CSEMP”) AND MUST NOT BF DAI HU. GUAHANIEES BY A NOTARY PUBUC ARE NOT ACCEPTAm F. X NOTICE: THfc StGNAfUHE 10 tWS
  ASSlGNMfcWf MUST CORRESPOND WrTH THfc NAME AS WHITTEN UtON THE FACE CF THE
  CERTIRCATE IN EVERY RARTICUI.AR WTTKOUT ALIEHAIION OR ENLARGEMENT OR ANY
  CHANGE WHATEVER.