UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Amendment 1)*
Under the Securities Exchange Act of 1934
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RMR REAL ESTATE INCOME FUND
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(Name of Issuer)
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Common Shares of Beneficial Interest, $0.001 par value
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(Title of Class of Securities)
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76970B101
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(CUSIP Number)
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Vern Larkin
c/o RMR Advisors LLC
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458
(617) 219-1453
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
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Michael K. Hoffman, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
(212) 735-3406
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October 13, 2015
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box £.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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 ("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).
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1
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NAMES OF REPORTING PERSONS
Barry M. Portnoy
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) £
(b) S
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
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£
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER (See Item 5)
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452,568.224
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8
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SHARED VOTING POWER (See Item 5)
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34,798.063
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9
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SOLE DISPOSITIVE POWER (See Item 5)
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500,100.224
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10
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SHARED DISPOSITIVE POWER (See Item 5)
34,798.063
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
534,898.287
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Item 5)
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£
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14
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TYPE OF REPORTING PERSON
IN
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This Amendment No. 1 to the original Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2013 (the “Schedule 13D”) by Barry M. Portnoy is being filed to reflect the acquisition of additional Shares (as defined below) by Mr. Portnoy, as more fully described below.
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Item 1.
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Security and Issuer.
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“Item 1. Security and Issuer” of the Schedule 13D is hereby amended and restated as follows:
The class of equity securities to which this statement relates is the common shares of beneficial interest, par value $0.001 per share (the “Shares”), of RMR Real Estate Income Fund (“RIF”), a Delaware statutory trust registered as a closed end management investment company under the Investment Company Act of 1940 (the “1940 Act”), with its principal executive offices located at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
On January 20, 2012, Old RMR Real Estate Income Fund merged with and into RMR Asia Pacific Real Estate Fund, which was subsequently renamed “RMR Real Estate Income Fund”. RMR Asia Pacific Real Estate Fund, now named RMR Real Estate Income Fund, is the issuer referred to in this Schedule 13D and defined above as “RIF”. All further references to the issuer in this Schedule 13D will be to “RIF”.
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Item 2.
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Identity and Background.
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“Item 2. Identity Background” of the Schedule 13D is hereby amended and restated as follows:
(a) The Reporting Person is Barry M. Portnoy.
(b) The business address of Mr. Portnoy is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
(c) Mr. Portnoy is a Managing Trustee and Portfolio Manager of RIF, as well as a Director of RMR Advisors LLC (f/k/a RMR Advisors, Inc. or “RMR Advisors”), RIF's investment adviser. Mr. Portnoy is also a trustee and an owner of Reit Management & Research Trust (“RMR Trust”) and a director of The RMR Group Inc. (f/k/a/ Reit Management & Research Inc., “RMR Inc.”). RMR Trust is the controlling shareholder of RMR Inc. and holds membership interests in Reit Management & Research LLC (“RMR LLC”), a company that provides management services to other companies, including real estate investment trusts. RMR Inc. is the managing member of RMR LLC, which wholly owns RMR Advisors. Mr. Portnoy is also a Managing Trustee of Government Properties Income Trust, Hospitality Properties Trust, Select Income REIT and Senior Housing Properties Trust, each of which is a publicly traded real estate investment trust, a Managing Director of Five Star Quality Care, Inc., which operates senior living communities, a Managing Director of TravelCenters of America LLC, which operates and franchises travel centers along the North American highway system to serve trucks
and motorists, a Director of Affiliates Insurance Company, and a Director and an owner of Sonesta International Hotels Corporation. The business address for all entities described above is c/o Reit Management & Research LLC, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.
(d) Mr. Portnoy has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
(e) During the last five years, Mr. Portnoy was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Portnoy is a United States citizen.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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“Item 3. Source and Amount of Funds or Other Consideration” of the Schedule 13D is hereby amended and restated as follows:
On January 20, 2012, Old RMR Real Estate Income Fund (“Old RIF”) merged with and into RIF (the “Reorganization”). In the Reorganization, Old RIF shareholders received newly issued common shares from RIF in exchange for Old RIF common shares. In connection with the Reorganization, Mr. Portnoy acquired an amount of RIF common shares with an aggregate net asset value equal to the aggregate net asset value of the Old RIF common shares owned by Mr. Portnoy on January 20, 2012. Therefore, on January 20, 2012, Mr. Portnoy acquired 311,200.151 Shares. Additionally, RMR Advisors acquired 16,592.216 Shares in the Reorganization on January 20, 2012. Prior to the Reorganization, Mr. Portnoy owned 41,874.183 Shares and RMR Advisors owned 10,553.606 Shares.
On June 2, 2015, Mr. Portnoy, then majority owner of RMR Advisors, together with RMR Advisors’s other owner, transferred all of the shares of RMR Advisors they then directly owned to RMR Trust, a Massachusetts business trust of which Mr. Portnoy is majority owner (and of which the same other former direct owner of RMR Advisors is also an owner). On June 3, 2015, RMR Advisors distributed all of the Shares it then owned to RMR Trust, its then sole member (the “Distribution”) and RMR Trust contributed all of the ownership of RMR Advisors to RMR LLC. Mr. Portnoy may be deemed to be a beneficial owner of Shares held by RMR Trust due to his majority ownership of RMR Trust; however, Mr. Portnoy disclaims beneficial ownership of Shares owned by RMR Trust except to the extent that he may have a pecuniary interest therein. Prior to the Distribution, RMR Advisors owned 33,579.467 Shares.
On October 13, 2015, Mr. Portnoy entered into a share purchase agreement (the “Share Purchase Agreement”) with Mr. Gerard M. Martin, pursuant to which Mr. Portnoy agreed to acquire 47,532 Shares from Mr. Martin for an aggregate cash purchase price of approximately $871,736.88, or $18.34 per Share. Mr. Martin is a former owner of RMR Advisors and of
RMR LLC and a former Trustee of RIF or its predecessor funds. Mr. Portnoy funded the acquisition of Shares under the Share Purchase Agreement with cash on hand.
Mr. Portnoy participates, in his capacity as a RIF shareholder, in a dividend reinvestment plan (“DRIP”) offered by his broker whereby all cash distributions he receives from RIF are automatically reinvested in additional Shares. In its capacity as a RIF shareholder, RMR Advisors also participated, and RMR Trust now participates, in a DRIP whereby all cash distributions it receives from RIF are automatically reinvested in additional Shares. Mr. Portnoy participates in a DRIP in order to further demonstrate to RIF shareholders the alignment of his interests as a Managing Trustee of RIF with such shareholders' interests as investors in RIF. The funds used for the purchases described in Item 5 below as pursuant to a DRIP were sourced from RIF’s cash distributions to Mr. Portnoy and RMR Trust, as RIF shareholders, and were reinvested in additional Shares pursuant to a DRIP.
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Item 4.
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Purpose of Transaction.
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“Item 4. Purpose of Transaction” of the Schedule 13D is hereby amended and restated as follows:
The transactions which may require the filing of this statement are described in Item 5 below. Mr. Portnoy acquired Shares pursuant to the Share Purchase Agreement because he believes the Shares offered by Mr. Martin represent a good investment opportunity to acquire a large number of Shares and in order to demonstrate to RIF shareholders the alignment of his interests as a Managing Trustee of RIF with such shareholders’ interests as investors in RIF. Mr. Portnoy participates in a DRIP in order to further demonstrate to RIF shareholders the alignment of his interests as a Managing Trustee of RIF with such shareholders' interests as investors in RIF. Thus Mr. Portnoy may acquire additional Shares as a result of his participation in a DRIP or otherwise.
Other than as described above, Mr. Portnoy, in his capacity as a RIF shareholder, has no present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of RIF, or the disposition of securities of RIF; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving RIF; (c) a sale or transfer of a material amount of assets of RIF; (d) any change in the present Board of Trustees or management of RIF, including any plans or proposals to change the number or term of trustees or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of RIF; (f) any other material change in RIF’s business or corporate structure; (g) changes in RIF’s charter, by-laws, or other instruments corresponding thereto or other actions which may impede the acquisition of control of RIF by any person; (h) causing a class of securities of RIF to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of RIF becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (j) any action similar to any of those enumerated above. Depending on various factors, including, without limitation, RIF's financial position and strategic direction, the price levels of Shares, conditions in the securities market and general economic and industry conditions, Mr. Portnoy may in the future, in his capacity as a RIF shareholder, change his intention with respect to any and all matters referred to in subparagraphs (a) – (j) above.
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Item 5.
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Interest in Securities of the Issuer.
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“Item 5. Interest in Securities of the Issuer” of the Schedule 13D is hereby amended and restated as follows:
(a) Mr. Portnoy currently beneficially owns 534,898.287 Shares, or approximately 7.0% of the issued and outstanding Shares. Mr. Portnoy currently directly owns 500,100.224 Shares, or approximately 6.5% of the issued and outstanding Shares, and RMR Trust currently directly owns 34,798.063 Shares, or approximately 0.45% of the issued and outstanding Shares. Mr. Portnoy may be deemed to be a beneficial owner of Shares directly owned by RMR Trust due to his majority ownership of RMR Trust; however, Mr. Portnoy disclaims beneficial ownership of Shares directly owned by RMR Trust except to the extent that he may have a pecuniary interest therein.
(b) Mr. Portnoy has sole dispositive power over 500,100.224 Shares, which include the 47,532 Shares Mr. Portnoy has agreed to purchase pursuant to the Share Purchase Agreement. Mr. Portnoy has sole power to vote 452,568.224 Shares and will have sole power to vote an additional 47,532 Shares upon completion of his acquisition of those Shares pursuant to the Share Purchase Agreement. In addition, Mr. Portnoy may be deemed to have shared power to vote or dispose of 34,798.063 Shares. As indicated, RMR Trust currently directly owns 34,798.063 Shares and thus Mr. Portnoy may share the power to vote or dispose of such Shares with RMR Trust, though Mr. Portnoy disclaims beneficial ownership of those Shares except to the extent that he may have a pecuniary interest therein. RMR Trust is a business trust organized under the laws of the Commonwealth of Massachusetts. RMR Trust’s principal office is located at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458. RMR Trust’s principal business is holding membership interests in RMR LLC and being the controlling shareholder of RMR Inc. During the last five years, RMR Trust has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has it been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(c)
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Purchaser
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Date
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Amount of Shares
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Price Per Share
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Where/How Effected
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RMR Trust
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10/01/2015
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626.872
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$17.9885
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NYSE MKT, pursuant
to a DRIP
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Barry M. Portnoy
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10/08/2015
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8,132.5799
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$18.0341
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NYSE MKT, pursuant
to a DRIP
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In addition to the above DRIP transactions:
On October 13, 2015, pursuant to the Share Purchase Agreement, Barry M. Portnoy agreed to acquire 47,532 Shares at $18.34 per Share from Gerard M. Martin in a privately negotiated transaction.
(d) No other person is known to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of securities beneficially owned, or which may be deemed to be beneficially owned, by Barry M. Portnoy covered by this Schedule 13D
except that the officers and trustees of RMR Trust may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities directly owned by RMR Trust covered by this Schedule 13D. Other than Barry M. Portnoy, no one officer or trustee of RMR Trust’s interest in the Shares is more than five percent of the total outstanding Shares.
(e) Not applicable.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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“Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer” of the Schedule 13D is hereby amended and restated as follows:
Mr. Portnoy participates, in his capacity as a RIF shareholder, in a DRIP offered by his broker whereby all cash distributions he receives from RIF are automatically reinvested in additional Shares. In its capacity as a RIF shareholder, RMR Trust also participates in a DRIP whereby all cash distributions it receives from RIF are automatically reinvested in additional Shares.
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Item 7.
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Material to Be Filed as Exhibits.
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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.
Date: October 13, 2015
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/s/ Barry M. Portnoy
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Barry M. Portnoy
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