UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 810, 2017

SENTIO HEALTHCARE PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland

000-53969

20-5721212

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(I.R.S. Employer Identification

Number)

189 South Orange Ave, Suite 1700

Orlando, FL 32801

(Address of principal executive offices)

407- 999-7679

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders

A Special Meeting of Stockholders of Sentio Healthcare Properties, Inc. (the “Company”) was held on August 10, 2017 (the “Meeting”). The only proposal submitted to a vote at the Meeting was to approve the merger of the Company with and into KAREP Acquisitions Vehicle, LLC and the other transactions contemplated by the Agreement and Plan of Merger, ~~Consideration~~dated as of May 3, 2017 and as may be amended from time to time, among the Company, Sentio Healthcare Properties OP, L.P., KAREP Master JV, LLC, KAREP Acquisitions Vehicle, and Sentio Investments, LLC. The proposal is described in detail in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on July 7, 2017, as may be amended or supplemented from time to time. A quorum was present for the Meeting and the voting results for the sole proposal submitted to a vote are as follows:

On July 7, 2017, Sentio Healthcare Properties, Inc. (the “Company,” “we” or “us”) filed a definitive proxy statement (the “Proxy Statement”) relating to a special meeting of stockholders of the Company scheduled to be held on August 10, 2017 (the “Special Meeting”), for the purpose of considering and voting on the merger of the Company with and into KAREP Acquisitions Vehicle, LLC (“Merger Sub”), a wholly owned subsidiary of KAREP Master JV, LLC (“Parent”), which we refer to as the merger, and the other transactions contemplated by the Agreement and Plan of Merger, dated as of May 3, 2017 and as may be amended from time to time, among the Company, Sentio Healthcare Properties OP, L.P. (the “Company Operating Partnership”), Parent, Merger Sub, and Sentio Investments, LLC (solely in its capacity as the Stockholders’ Representative), which we refer to as the “Merger Agreement.”

Votes For		Votes Against		Abstentions
19,502,051		41,444		63,130

~~Pursuant~~The proposal to ~~the~~approve ~~Merger Agreement~~ the ~~amount of cash to be received~~merger inwas ~~connection~~approved ~~with~~as the ~~closing~~number of ~~the~~votes ~~merger~~in ~~will~~favor beof ~~set by~~ the ~~Parent~~proposal ~~and~~constituted the ~~Company~~affirmative atvote ~~least~~of ~~two business days prior to~~ the ~~Special~~ ~~Meeting~~holders ~~(the~~of ~~“Calculation~~a ~~Date”),~~majority ~~which~~of ~~is August 8, 2017. As disclosed in~~ the ~~Proxy Statement, the Company~~ isvotes ~~filing~~entitled ~~this~~to ~~Current~~be ~~Report~~cast on ~~Form~~the ~~8-K~~matter, towhich ~~announce~~includes the ~~amount~~holders of ~~cash~~outstanding ~~per~~shares ~~share~~ of common stock toand beSeries ~~received~~C ~~if the merger~~preferred isstock ~~completed,~~of ~~which amount is $14.65. Additional information regarding~~ the ~~consideration~~Company tovoting betogether ~~received~~as ifa ~~the~~single ~~merger~~class, isas ~~completed is~~of ~~available in~~ the ~~Proxy~~record ~~Statement~~date asfor ~~filed with~~ the ~~Securities and Exchange Commission on July 7, 2017 and mailed to our investors on or about July 14, 2017~~Meeting.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SENTIO HEALTHCARE PROPERTIES, INC.
Dated: August 8, 2017	By:	/s/ Spencer Smith
Dated: August 10, 2017	By:	/s/ Spencer Smith
		Spencer Smith
		Chief Financial Officer

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