As filed with the Securities and Exchange Commission on August 28, 2017
Registration No. 333-189458
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENTIO HEALTHCARE PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 20-5721212 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
189 South Orange Avenue, Suite 1700, Orlando, Florida 32801
407 999 7679
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)
John Mark Ramsey
President and Chief Executive Officer
Sentio Healthcare Properties, Inc.
189 S. Orange Ave, Suite 1700
Orlando, Florida 32801
(407) 999-7679
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert H. Bergdolt, Esq.
Laura K. Sirianni, Esq.
DLA Piper LLP (US)
4141 Parklake Avenue, Suite 300
Raleigh, North Carolina 27612-2350
(919) 786-2000
Approximate date of commencement of proposed sale to public: This post-effective amendment deregisters all of the securities that remain unsold under the registration statement as of the date hereof.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: x
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | | ¨ | | Accelerated filer | | ¨ |
| Non-accelerated filer | | x | | Smaller reporting company | | ¨ |
| (Do not check if smaller reporting company) | | Emerging growth company | | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SHARES
In accordance with the undertaking of Sentio Healthcare Properties, Inc. (the “Company”) set forth in its registration statement (File No. 333-189458) (the “Registration Statement”), the Company is filing this Post-Effective Amendment No. 1 to Form S-3 Registration Statement to de-register the $ $97,751,346 in unsold shares of its common stock offered pursuant to its distribution reinvestment plan. Pursuant to the Registration Statement, the Company registered $99,000,000 in shares of its common stock. By filing this Post-Effective Amendment No. 1 to the Registration Statement, the Company hereby terminates the offering of shares under this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this post-effective amendment to its registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on August 28, 2017.
| | | SENTIO HEALTHCARE PROPERTIES, INC. |
| | | |
| | By: | /s/ John Mark Ramsey |
| | | John Mark Ramsey |
| | | President and Chief Executive Officer |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to Registration Statement in reliance upon Rule 478 under the Securities Act of 1933.
