SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )1

Select Income REIT

(Name of Issuer)

Common Shares of beneficial interest, $0.01 par value per share

(Title of Class of Securities)

81618T100

(CUSIP Number)

ANTHONY T. BOZZA

LAKEWOOD CAPITAL MANAGEMENT, LP

650 Madison Ave, 25th Floor

New York, New York 10022

(212) 584-2211

STEVE WOLOSKY

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 5, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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.

_______________

1              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).

CUSIP NO. 81618T100

1	NAME OF REPORTING PERSON LAKEWOOD CAPITAL PARTNERS, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 440,649
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 440,649
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,649*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON PN

* Possesses economic exposure to an aggregate of 3,481,877 shares (representing approximately 5.8% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

2

CUSIP NO. 81618T100

1	NAME OF REPORTING PERSON LAKEWOOD CAPITAL OFFSHORE FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 440,649
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 440,649
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,649*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON CO

* Possesses economic exposure to an aggregate of 3,481,877 shares (representing approximately 5.8% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

3

CUSIP NO. 81618T100

1	NAME OF REPORTING PERSON LAKEWOOD CAPITAL ADVISORS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 440,649
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 440,649
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,649*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON OO

* Possesses economic exposure to an aggregate of 3,481,877 shares (representing approximately 5.8% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

4

CUSIP NO. 81618T100

1	NAME OF REPORTING PERSON LAKEWOOD CAPITAL MANAGEMENT, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 440,649
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 440,649
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,649*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON PN

* Possesses economic exposure to an aggregate of 3,481,877 shares (representing approximately 5.8% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

5

CUSIP NO. 81618T100

1	NAME OF REPORTING PERSON LAKEWOOD CAPITAL MANAGEMENT (GP), LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 440,649
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 440,649
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,649*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON OO

* Possesses economic exposure to an aggregate of 3,481,877 shares (representing approximately 5.8% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

6

CUSIP NO. 81618T100

1	NAME OF REPORTING PERSON BOZZA JACKSON HOLDINGS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 440,649
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 440,649
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,649*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON OO

* Possesses economic exposure to an aggregate of 3,481,877 shares (representing approximately 5.8% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

7

CUSIP NO. 81618T100

1	NAME OF REPORTING PERSON ANTHONY T. BOZZA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 440,649
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 440,649
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 440,649*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%*
14	TYPE OF REPORTING PERSON IN

* Possesses economic exposure to an aggregate of 3,481,877 shares (representing approximately 5.8% of the outstanding shares) due to certain cash-settled total return swap agreements as further explained in Item 6.

8

CUSIP NO. 81618T100

1	NAME OF REPORTING PERSON WILLIAM H. LENEHAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x   (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 4,788
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 4,788
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,788*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

* Number of shares has been rounded down from 4,788.7595. Fractional shares present due to the reinvestment of dividends. Consists of shares held directly by immediate family members of Mr. Lenehan. Mr. Lenehan may be deemed to share voting and dispositive power with respect to such shares; therefore, Mr. Lenehan may be deemed to beneficially own such shares.

9

CUSIP NO. 81618T100

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to common shares of beneficial interest, $0.01 par value per share (the “Shares”), of Select Income REIT, a Maryland real estate investment trust (the “Issuer”).  The address of the principal executive offices of the Issuer is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Item 2. Identity and Background.

(a)           This statement is filed by:

(i)          Lakewood Capital Partners, LP, a Delaware limited partnership (“Lakewood Capital Partners”), with respect to the Shares directly and beneficially owned by it;

(ii)         Lakewood Capital Offshore Fund, Ltd., a Cayman Islands exempted company (“Lakewood Capital Offshore”), as a feeder fund of Lakewood Capital Partners;

(iii)        Lakewood Capital Advisors, LLC, a Delaware limited liability company (“Lakewood Capital Advisors”), which serves as the general partner of Lakewood Capital Partners;

(iv)        Lakewood Capital Management, LP, a Delaware limited partnership (“Lakewood Capital Management”), which serves as the investment manager of Lakewood Capital Partners;

(v)         Lakewood Capital Management (GP), LLC, a Delaware limited liability company (“Lakewood Capital GP”), which serves as the general partner of Lakewood Capital Management;

(vi)        Bozza Jackson Holdings, LLC, a Delaware limited liability company (“Bozza Holdings”), which serves as the managing member of Lakewood Capital Advisors;

(vii)       Anthony T. Bozza, who serves as the managing member of each of Lakewood Capital GP and Bozza Holdings, and as a director of Lakewood Capital Offshore; and

(viii)      William H. Lenehan.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)           The address of the principal office of each of Lakewood Capital Partners, Lakewood Capital Advisors, Lakewood Capital Management, Lakewood Capital GP, Bozza Holdings and Mr. Bozza is 650 Madison Avenue, 25th Floor, New York, New York 10022. The address of the principal office of Lakewood Capital Offshore is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9007, Cayman Islands. The address of the principal office of Mr. Lenehan is 310 Cascade Drive, Mill Valley, California 94941. The officers and directors of Lakewood Capital Offshore and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.

10

CUSIP NO. 81618T100

(c)           The principal business of Lakewood Capital Partners is investing in securities.  Lakewood Capital Offshore is a private investment partnership that serves as a feeder fund of Lakewood Capital Partners. The principal business of Lakewood Capital Advisors is serving as the general partner of Lakewood Capital Partners.  The principal business of Lakewood Capital Management is serving as the investment manager of Lakewood Capital Partners. The principal business of Lakewood Capital GP is serving as the general partner of Lakewood Capital Management. The principal business of Bozza Holdings is serving as the managing member of Lakewood Capital Advisors.  The principal occupation of Mr. Bozza is serving as the managing member of each of Lakewood Capital GP and Bozza Holdings, and as a director of Lakewood Capital Offshore. The principal occupation of Mr. Lenehan is serving as an independent real estate industry professional.  Mr. Lenehan also currently serves as a director of each of Gramercy Property Trust Inc., a real estate investment company, Stratus Properties Inc., a real estate development company, and Darden Restaurants, Inc., a restaurant company.

(d)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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)           Messrs. Bozza and Lenehan are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares purchased by Lakewood Capital Partners were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein.  The aggregate purchase price of the 440,649 Shares beneficially owned by Lakewood Capital Partners is approximately $10,614,873, including brokerage commissions.

The Shares purchased by Mr. Lenehan were purchased in the open market with personal funds, except as otherwise noted in Schedule B annexed hereto. The aggregate purchase price of the 4,788 Shares owned directly by Mr. Lenehan is approximately $138,266, including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

11

CUSIP NO. 81618T100

On December 5, 2014, Lakewood Capital Partners delivered a letter to the Issuer (the “Nomination Letter”) nominating William H. Lenehan (the “Nominee”) for election to the Board of Trustees of the Issuer (the “Board”) at the 2015 annual meeting of shareholders (the “2015 Annual Meeting”).  The Reporting Persons intend to engage in discussions with management and the Board regarding the nomination of the Nominee at the 2015 Annual Meeting and the composition of the Board, generally, as well as ways to enhance shareholder value.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including the increase or decrease in the swap positions described in Item 6, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 59,952,883 Shares outstanding as of October 23, 2014, which is the total number of Shares reported outstanding in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on October 27, 2014.

A. Lakewood Capital Partners

(a) As of the close of business on the date hereof, Lakewood Capital Partners beneficially owned 440,649 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 440,649

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 440,649

4. Shared power to dispose or direct the disposition: 0

(c) The transactions in securities of the Issuer by Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

B. Lakewood Capital Offshore

(a) Lakewood Capital Offshore, as a feeder fund of Lakewood Capital Partners, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 440,649

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 440,649

4. Shared power to dispose or direct the disposition: 0

(c) Lakewood Capital Offshore has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

12

CUSIP NO. 81618T100

C. Lakewood Capital Advisors

(a) Lakewood Capital Advisors, as the general partner of Lakewood Capital Partners, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 440,649

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 440,649

4. Shared power to dispose or direct the disposition: 0

(c) Lakewood Capital Advisors has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

D. Lakewood Capital Management

(a) Lakewood Capital Management, as the investment manager of Lakewood Capital Partners, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 440,649

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 440,649

4. Shared power to dispose or direct the disposition: 0

(c) Lakewood Capital Management has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

E. Lakewood Capital GP

(a) Lakewood Capital GP, as the general partner of Lakewood Capital Management, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 440,649

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 440,649

4. Shared power to dispose or direct the disposition: 0

(c) Lakewood Capital GP has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

13

CUSIP NO. 81618T100

F.           Bozza Holdings

(a) Bozza Holdings, as the managing member of Lakewood Capital Advisors, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 440,649

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 440,649

4. Shared power to dispose or direct the disposition: 0

(c) Bozza Holdings has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

G. Mr. Bozza

(a) Mr. Bozza, as the managing member of each of Lakewood Capital GP and Bozza Holdings, may be deemed the beneficial owner of the 440,649 Shares owned by Lakewood Capital Partners.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 440,649

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 440,649

4. Shared power to dispose or direct the disposition: 0

(c) Mr. Bozza has not entered into any transactions in securities of the Issuer during the past 60 days. The transactions in securities of the Issuer on behalf of Lakewood Capital Partners during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

H.           Mr. Lenehan

(a) As of the close of business on the date hereof, Mr. Lenehan beneficially owned 4,788 Shares.

Percentage: Less than 1%

(b) 1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 4,788

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 4,788

(c) The transactions in the securities of the Issuer during the past 60 days by Mr. Lenehan are set forth in Schedule B and are incorporated by reference herein.

14

CUSIP NO. 81618T100

As of the close of business on the date hereof, the Reporting Persons collectively beneficially owned an aggregate of 445,437 Shares, constituting less than 1% of the Shares outstanding.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Lakewood Capital Partners has entered into certain cash-settled total return swap agreements with Credit Suisse First Boston (“CSFB”). The swaps with CSFB constitute economic exposure to 86,000 notional Shares.  Lakewood Capital Partners has also entered into certain cash-settled total return swap agreements with Morgan Stanley & Co. LLC (“MSCO”). The swaps with MSCO constitute economic exposure to 2,995,228 notional Shares.

Lakewood Capital Partners’ swap agreements with each of CSFB and MSCO (collectively, the “Swap Agreements”) provide Lakewood Capital Partners with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the Subject Shares, Lakewood Capital Partners has economic exposure to 3,481,877 Shares (representing approximately 5.8% of the outstanding Shares on the same basis). The Reporting Persons disclaim beneficial ownership of the Subject Shares.

On December 5, 2014, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which the Reporting Persons agreed, among other things, to (a) the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Issuer and (b) solicit proxies for the election of the Nominee at the 2015 Annual Meeting (the “Solicitation”).  The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to a letter agreement, Lakewood Capital Partners and certain of its affiliates have agreed to indemnify Mr. Lenehan against any and all claims of any nature arising from the Solicitation and any related transactions.  A copy of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

15

CUSIP NO. 81618T100

Lakewood Capital Partners has signed a compensation letter agreement with Mr. Lenehan, pursuant to which Lakewood Capital Partners agrees to pay him: (i) $25,000 in cash as a result of the submission by Lakewood Capital Partners of its nomination of Mr. Lenehan to the Issuer and (ii) $25,000 in cash upon the filing of a definitive proxy statement by Lakewood Capital Partners with the Securities and Exchange Commission relating to the solicitation of proxies in favor of Mr. Lenehan’s election as a trustee at the 2015 Annual Meeting.  Pursuant to the compensation letter agreement, Mr. Lenehan has agreed to use the after-tax proceeds from such compensation to acquire securities of the Issuer (the “Nominee Shares”) at such time that Mr. Lenehan shall determine, but in any event no later than 14 days after receipt of such compensation.  If elected or appointed to serve as a trustee of the Board, Mr. Lenehan agrees not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of his election or appointment as a trustee; provided, however, in the event that the Issuer enters into a business combination with a third party, Mr. Lenehan may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A copy of the compensation letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1 Joint Filing and Solicitation Agreement by and among Lakewood Capital Partners, LP, Lakewood Capital Offshore Fund, Ltd., Lakewood Capital Advisors, LLC, Lakewood Capital Management, LP, Lakewood Capital Management (GP), LLC, Bozza Jackson Holdings, LLC, Anthony T. Bozza and William H. Lenehan, dated December 5, 2014.

99.2 Indemnification Agreement, dated December 5, 2014.

99.3 Compensation Agreement, dated December 5, 2014.

99.4 Power of Attorney.

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CUSIP NO. 81618T100

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 5, 2014

Lakewood Capital Partners, LP
By:	Lakewood Capital Advisors, LLC General Partner
By:	Bozza Jackson Holdings, LLC Managing Member
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

Lakewood Capital Offshore Fund, Ltd.
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Director

Lakewood Capital Advisors, LLC
By:	Bozza Jackson Holdings, LLC Managing Member
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

Lakewood Capital Management, LP
By:	Lakewood Capital Management (GP), LLC General Partner
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

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CUSIP NO. 81618T100

Lakewood Capital Management (GP), LLC
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

Bozza Jackson Holdings, LLC
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

/s/ Anthony T. Bozza

ANTHONY T. BOZZA

Individually and as attorney-in-fact for William H. Lenehan

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CUSIP NO. 81618T100

SCHEDULE A

Directors and Officers of Lakewood Capital Offshore Fund, Ltd.

Name and Position	Principal Occupation	Principal Business Address	Citizenship
Anthony T. Bozza Director*
Geoffrey C. Ruddick Director	Independent Hedge Fund Director	3rd Floor, Harbour Centre George Town, Grand Cayman Cayman Islands	Canada
Inderjit Singh Director	Association Director, Elian Fiduciary Services (Cayman) Limited	89 Nexus Way Camana Bay Grand Cayman, KY1-9007 Cayman Islands	United Kingdom

*Mr. Bozza is a Reporting Person and, as such, the information with respect to Mr. Bozza called for by Item 2 of Schedule 13D is set forth therein.

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CUSIP NO. 81618T100

SCHEDULE B

Transactions in Securities of the Issuer During the Past Sixty Days

Nature of the Transaction Amount of Securities Purchased/(Sold) Price Per Share ($) Date of Purchase/Sale

LAKEWOOD CAPITAL PARTNERS, LP

Sale Of Cash-Settled Swap1	(63,738)	23.9329	12/04/2014
Purchase of Common Stock	76,600	23.9509	12/04/2014
Sale Of Cash-Settled Swap1	(87,895)	24.0563	12/05/2014
Purchase of Common Stock	125,900	24.0778	12/05/2014

WILLIAM H. LENEHAN

Purchase of Common Stock2	10.0995	24.1645	11/21/2014
Purchase of Common Stock2	61.2506	24.1645	11/21/2014

1 Cash-settled swap agreement with MSCO with a swap financing rate at Federal Funds Rate plus 30 basis points. Expires December 22, 2014.

2 Represents shares acquired pursuant to the reinvestment of dividends.

EX-99.1

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, each of the undersigned are shareholders, direct or beneficial, of Select Income REIT, a Maryland real estate investment trust (the “Company”);

WHEREAS, Lakewood Capital Partners, LP, Lakewood Capital Offshore Fund, Ltd., Lakewood Capital Advisors, LLC, Lakewood Capital Management, LP, Lakewood Capital Management (GP), LLC, Bozza Jackson Holdings, LLC and Anthony T. Bozza (collectively, “Lakewood Capital”) and William H. Lenehan (the “Nominee”) wish to form a group for the purpose of seeking representation on the Board of Trustees of the Company (the “Board”) at the 2015 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2015 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 5th day of December 2014 by the parties hereto:

1.           In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.  Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.           So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership.  Notice shall be given no later than 24 hours after each such transaction.

3.           Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies for the election of the Nominee to the Board at the 2015 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

4.           Lakewood Capital shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such pre-approved expenses.

5.           Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Lakewood Capital, or its representatives, which approval shall not be unreasonably withheld.

6.           The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement.  Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein.  Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.  Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7.           This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8.           In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

9.           Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.

10.         Each party acknowledges that Olshan shall act as counsel for both the Group and Lakewood Capital and its affiliates relating to their investment in the Company.

11.         Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

Lakewood Capital Partners, LP
By:	Lakewood Capital Advisors, LLC General Partner
By:	Bozza Jackson Holdings, LLC Managing Member
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

Lakewood Capital Offshore Fund, Ltd.
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Director

Lakewood Capital Advisors, LLC
By:	Bozza Jackson Holdings, LLC Managing Member
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

Lakewood Capital Management, LP
By:	Lakewood Capital Management (GP), LLC General Partner
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

Lakewood Capital Management (GP), LLC
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

Bozza Jackson Holdings, LLC
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

/s/ Anthony T. Bozza

ANTHONY T. BOZZA

/s/ William H. Lenehan

WILLIAM H. LENEHAN

EX-99.2

Exhibit 99.2

LAKEWOOD CAPITAL PARTNERS, LP

c/o Lakewood Capital Management, LP

650 Madison Ave, 25th Floor

New York, New York 10022

December 5, 2014

Re: Select Income REIT

Dear Mr. Lenehan:

Thank you for agreeing to serve as a nominee for election to the Board of Trustees of Select Income REIT(the “Company”) in connection with the proxy solicitation that Lakewood Capital Partners, LP and its affiliates (collectively, the “Lakewood Capital Group”) is considering undertaking to nominate and elect trustees at the Company’s 2015 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Lakewood Capital Group Solicitation”).  Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders.  This letter (“Agreement”) will set forth the terms of our agreement.

The members of the Lakewood Capital Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Lakewood Capital Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided further, that upon your becoming a trustee of the Company, this indemnification shall not apply to any claims made against you in your capacity as a trustee of the Company.  This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Lakewood Capital Group Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Lakewood Capital Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Lakewood Capital Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure).  Upon receipt of such written notice, the Lakewood Capital Group will provide you with counsel to represent you.  Such counsel shall be reasonably acceptable to you.  In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.  The Lakewood Capital Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Lakewood Capital Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Lakewood Capital Group, its affiliates or any members of any group formed by the Lakewood Capital Group pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (“Schedule 13D Group”) which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder.  Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Lakewood Capital Group, its affiliates or any members of any Schedule 13D Group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Lakewood Capital Group so that the Lakewood Capital Group or any member thereof may seek a protective order or other appropriate remedy or, in the Lakewood Capital Group’s sole discretion, waive compliance with the terms of this Agreement.  In the event that no such protective order or other remedy is obtained or the Lakewood Capital Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Lakewood Capital Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Lakewood Capital Group and, upon the request of a representative of the Lakewood Capital Group, all such information shall be returned or, at the Lakewood Capital Group’s option, destroyed by you, with such destruction confirmed by you to the Lakewood Capital Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

*              *              *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,
LAKEWOOD CAPITAL PARTNERS, LP
By:	Lakewood Capital Advisors, LLC General Partner
By:	Bozza Jackson Holdings, LLC Managing Member
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

ACCEPTED AND AGREED:

/s/ William H. Lenehan

WILLIAM H. LENEHAN

EX-99.3

Exhibit 99.3

LAKEWOOD CAPITAL PARTNERS, LP

c/o Lakewood Capital Management, LP

650 Madison Avenue, 25th Floor

New York, New York 10022

December 5, 2014

Dear Mr. Lenehan:

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Lakewood Capital Group”), including Lakewood Capital Partners, LP, an affiliate of Lakewood Capital Management, LP, for election as a trustee of Select Income REIT (the “Company”) at the Company’s 2015 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”).

In consideration of your agreement to be named and serve as nominee of the Lakewood Capital Group for election as a trustee of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $25,000 in cash upon the Lakewood Capital Group submitting a letter to the Company nominating you for election as a trustee of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated) and (ii) $25,000 in cash upon the filing by the Lakewood Capital Group of a definitive proxy statement with the U.S. Securities and Exchange Commission (the “Proxy Statement”) relating to a solicitation of proxies in favor of your election as a trustee of the Company at the Annual Meeting.  You hereby agree to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than 14 days after receipt of such compensation; provided, however, in the event you are unable to transact in the securities of the Company due to possession of material non-public information or any other limitation or restriction, you shall have 14 days from the first date that you can transact in the securities of the Company to acquire such securities.  If elected or appointed to serve as a trustee of the Company’s Board, you agree not to sell, transfer or otherwise dispose of any Nominee Shares within two (2) years of your election or appointment as a trustee; provided, however, in the event that the Company enters into a business combination with a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States.  The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices.  The parties hereto waive trial by jury in respect of any such proceeding.

This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

LAKEWOOD CAPITAL PARTNERS, LP
By:	Lakewood Capital Advisors, LLC General Partner
By:	Bozza Jackson Holdings, LLC Managing Member
By:	/s/ Anthony T. Bozza
	Name:	Anthony T. Bozza
	Title:	Managing Member

ACCEPTED AND AGREED:

/s/ William H. Lenehan

WILLIAM H. LENEHAN

EX-99.4

Exhibt 99.4

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Anthony T. Bozza the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Select Income REIT, a Maryland real estate investment trust (the “Company”) directly or indirectly beneficially owned by Lakewood Capital Partners, LP (“Lakewood Capital”) or any of its affiliates or members of its Schedule 13D group (collectively, the “Lakewood Capital Group”) and (ii) any proxy solicitation of the Lakewood Capital Group to elect the Lakewood Capital Group’s trustee nominee to the board of trustees of the Company at the 2015 annual meeting of shareholders of the Company (the “Solicitation”).  Such action shall include, but not be limited to:

1.executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Lakewood Capital Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

2.if applicable, executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

3.executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Lakewood Capital Group;

4.performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5.taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the reasonable opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's reasonable discretion and shall not be inconsistent with the terms of that certain letter agreement between Lakewood Capital and the undersigned dated December 5 , 2014 with respect to the indemnification of the undersigned by Lakewood Capital under certain circumstances.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Lakewood Capital Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of December 2014.

/s/ William H. Lenehan

WILLIAM H. LENEHAN