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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE TO
(AMENDMENT NO. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Five Star Quality Care, Inc.
(Name of Subject Company (Issuer))

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ABP Acquisition LLC
(Names of Filing Persons (Offerors))

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ABP Trust
Adam D. Portnoy
Barry M. Portnoy
(Names of Filing Persons (other persons))

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Adam D. Portnoy
ABP Acquisition LLC
Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
(617) 928-1300
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of the filing person)

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Copies to:
Margaret R. Cohen, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 573-4800

CALCULATION OF FILING FEE

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

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third-party tender offer subject to Rule 14d-1.

o

issuer tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

   

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        This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this "Amendment No. 2") amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the "Commission") on October 6, 2016, as previously amended and supplemented (the "Schedule TO") by ABP Acquisition LLC, a Maryland limited liability company ("Purchaser"), and the other bidders thereto. The Schedule TO relates to the offer by Purchaser to purchase up to 18,000,000 of the issued and outstanding shares of common stock, par value $.01 per share ("Shares"), of Five Star Quality Care, Inc., a Maryland corporation ("FVE"), at the current offering price of $3.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 6, 2016, as amended and supplemented by the Amendment and Supplement to the Offer to Purchase dated October 27, 2016 (as each may be further amended or supplemented from time to time, the "Offer to Purchase") and the related Letter of Transmittal for Shares (as it may be further amended or supplemented from time to time, the "Letter of Transmittal"). This Amendment No. 2 amends and supplements the Schedule TO to add an exhibit.

        The information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the applicable items of this Amendment No. 2 and the Schedule TO, except that such information is hereby amended and supplemented as follows:

Item 12.    Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

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SIGNATURES

        After due 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.

Date: October 28, 2016

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INDEX TO EXHIBITS

   

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*

Previously filed by ABP Acquisition LLC in its Tender Offer Statement on Schedule TO with the Commission on October 6, 2016.

**

Previously filed by ABP Acquisition LLC in its Amendment No. 1 to its Tender Offer Statement on Schedule TO with the Commission on October 27, 2016.

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Item 12. Exhibits

SIGNATURES
INDEX TO EXHIBITS