UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Service Properties Trust
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
81761L102
(CUSIP Number)
August 28, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons
Joseph A. Hollingsworth, Jr. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
8,362,108 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
8,362,108 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
8,362,108 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
5.04%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based on 165,889,356 shares of common stock, $0.01 par value per share (“Common Stock”) of Service Properties Trust, a real estate investment trust organized under the laws of the State of Maryland (the “Issuer”), outstanding as of August 2, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the Securities and Exchange Commission (“SEC”) on August 6, 2024. |
| Item 1. |
| (a) | Name of issuer |
Service Properties Trust
| (b) | Address of issuer’s principal executive offices |
Two Newton Place
225 Washington Street, Suite 300
Newton, Massachusetts 02458
| Item 2. |
| (a) | Name of person filing |
Joseph A. Hollingsworth, Jr. (the “Reporting Person”)
| (b) | Address or principal business office or, if none, residence |
2 Centre Plaza
Clinton, Tennessee 37716
| (c) | Citizenship |
The Reporting Person is a citizen of the United States of America.
| (d) | Title of class of securities |
Common Stock, $0.01 par value per share.
| (e) | CUSIP No. |
81761L102
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; | ||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | (k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________ | ||
Not applicable.
| Item 4. | Ownership |
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for the Reporting Person in this Schedule 13G and is incorporated herein by reference for the Reporting Person.
The ownership information presented in this Schedule 13G represents the Reporting Person’s beneficial ownership of shares of Common Stock of the Issuer as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on August 6, 2024.
| Item 5. | Ownership of 5 Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11 promulgated under the Act.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 30, 2024
/s/ Joseph A. Hollingsworth, Jr. | ||
Joseph A. Hollingsworth, Jr. | ||
