Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * POTTER KATHERINE E.	2. Issuer Name and Ticker or Trading Symbol FIVE STAR SENIOR LIVING INC. [ NASDAQ:FVE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) C/O FIVE STAR SENIOR LIVING INC.,, 400 CENTRE STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 1/1/2020
(Street) NEWTON, MA 02458 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	1/1/2020		J(1)		623	A	$0 (1)	30223	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

(1)

In connection with a Transaction Agreement, dated as of April 1, 2019, between Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust) ("DHC") and Five Star Senior Living Inc. (the "Issuer"), effective January 1, 2020, DHC completed a pro rata distribution to holders of record of DHC's common shares of beneficial interest as of December 13, 2019 of the right to receive an aggregate of approximately 16,119,563 shares of common stock of the Issuer ("Common Shares"), with cash being paid in lieu of fractional shares. The reporting person received the Common Shares reported in her capacity as a shareholder of DHC.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POTTER KATHERINE E. C/O FIVE STAR SENIOR LIVING INC., 400 CENTRE STREET NEWTON, MA 02458			President and CEO

Signatures
/s/ Katherine E. Potter		1/2/2020
**Signature of Reporting Person		Date