Exhibit 4.1


 




	
  

  	
  COMMON SHARES
  $.01 PAR VALUE PER SHARE COMMON SHARES $.01 PAR VALUE PER SHARE SEE REVERSE
  FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION A
  MARYLAND REAL ESTATE INVESTMENT TRUST CUSIP81721M109 THIS CERTIFIES THAT SPECIMEN is the registered holder of FULLY PAID 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
  person or by its duly authorized attorney upon surrender of this Certificate
  properly endorsed. This Certificate and the shares evidenced hereby are
  issued and shall be held subject to all of the provisions of the Declaration
  of Trust and Bylaws of the Trust 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
  Declaration of Trust and Bylaws of the Trust, 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 Trust has caused this
  Certificate to be executed on its behalf by its duly authorized officers.
  Dated: PRESIDENT AND CHIEF OPERATING G OFFICER TREASURER AND CHIEF FINANCIAL
  OFFICER THE DECLARATION OF TRUST PROVIDES THAT THE NAME “SENIOR HOUSING
  PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST,
  COLLECTIVELY AS TRUSTEES, BUT NOT Individually OR PERSONALLY, AND NO TRUSTEE,
  SHAREHOLDER, EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL
  LIABILITY, JOINTLY OR SEVERALLY, IN CONNECTION WITH THIS INSTRUMENT. ALL
  PERSONS DEALING WITH THE TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF
  THE TRUST FOR PAYMENT OF ANY SUM OR PERFORMANCE OF ANY OBLIGATION. AMERICAN
  FINANCIAL PRINTING INCORPORATED - -MINNEAPOLIS COUNTERSIGNED AND REGISTERED
  WELLS FARGO BANK, N.A. BY TRANSFER AGENT AND REGISTRAR AUTHORIZED SIGNATURE 

  






 














	
  

  	
  SENIOR HOUSING
  PROPERTIES TRUST IMPORTANT NOTICE PURSUANT AND SUBJECT TO THE TERMS OF THE
  TRUST’S DECLARATION OF TRUST, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS
  AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS ON FILE WITH THE STATE
  DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, THE TRUST 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 TRUST
  WILL FURNISH A FULL STATEMENT OF (i) THE AUTHORITY OF THE TRUST TO
  CREATE ADDITIONAL CLASSES OR SERIES S 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 8-203(d) OF THE MARYLAND REIT LAW, WITHOUT CHARGE
  TO ANY SHAREHOLDER UPON REQUEST TO THE SECRETARY OF THE TRUST. THE SHARES
  EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND
  TRANSFER WHICH ARE OR MAY HEREAFTER BE CONTAINED IN THE DECLARATION OR
  IN THE BYLAWS OF THE TRUST, AS AMENDED FROM TIME TO TIME (THE
  “BYLAWS”), INCLUDING PROVISIONS WHICH PROHIBIT THE OWNERSHIP OF MORE
  THAN 9.8% OF THE TRUST’S COMMON SHARES OR SECURITIES BY ANY PERSON OR GROUP.
  THIS DESCRIPTION OF THE RESTRICTIONS UPON OWNERSHIP OR TRANSFER OF THE
  TRUST’S COMMON SHARES OR SECURITIES IS NOT COMPLETE. A MORE COMPLETE
  DESCRIPTION OF THESE RESTRICTIONS APPEARS IN THE DECLARATION OR BYLAWS, AS
  APPLICABLE, COPIES OF WHICH WILL BE SENT WITHOUT CHARGE TO ANY SHAREHOLDER UPON
  REQUEST TO THE SECRETARY OF THE TRUST. THIS CERTIFICATE ALSO EVIDENCES AND
  ENTITLES THE HOLDER TO CERTAIN RIGHTS AS SET FORTH IN THE RIGHTS AGREEMENT
  DATED AS OF MARCH 10, 2004 BETWEEN THE TRUST 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 COPY WHICH IS ON FILE AT THE APPROVAL
  OFFICES OF THE TRUST. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHT
  AGREEMENT SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO
  LONGER EVIDENCED BY THIS CERTIFICATE. THE TRUST 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
  AGREEMENT, RIGHTS BENEFICIALLY OWNED (AS SUCH TERMS 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 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 — (Cust) Custodian — (Minor) TEN ENT — as tenants
  by entireties under Uniform Transfers to Minors JTTEN - 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 beneficial interest represented by the within
  Certificate, and do hereby irrevocably constitute and appoint, (Attorney to
  transfer the said shares on the books of the within-named Trust with full
  power of substitution in the premises. Dated
  XX       NOTICE: THE SIGNATURE
  TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON 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 PARTIClPANTIN THE NEW YORK STOCK EXCHANGE,INC.MEDALLION SIGNATURE
  PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST
  NOT BEDATED. GUARANTEES BY A NOTARY PUBIC ARE NOT ACCEPTABLE.