0001104659-21-122623.txt : 20211004 0001104659-21-122623.hdr.sgml : 20211004 20211004185730 ACCESSION NUMBER: 0001104659-21-122623 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210930 FILED AS OF DATE: 20211004 DATE AS OF CHANGE: 20211004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PORTNOY ADAM D. CENTRAL INDEX KEY: 0001273871 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34383 FILM NUMBER: 211304550 MAIL ADDRESS: STREET 1: C/O THE RMR GROUP LLC STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 FORMER NAME: FORMER CONFORMED NAME: PORTNOY ADAM D DATE OF NAME CHANGE: 20160607 FORMER NAME: FORMER CONFORMED NAME: PORTNOY ADAM DATE OF NAME CHANGE: 20031218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Seven Hills Realty Trust CENTRAL INDEX KEY: 0001452477 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET, SUITE 300 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617-332-9530 MAIL ADDRESS: STREET 1: TWO NEWTON PLACE STREET 2: 255 WASHINGTON STREET, SUITE 300 CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: RMR Mortgage Trust DATE OF NAME CHANGE: 20200730 FORMER COMPANY: FORMER CONFORMED NAME: RMR Real Estate Income Fund DATE OF NAME CHANGE: 20120123 FORMER COMPANY: FORMER CONFORMED NAME: RMR Asia Pacific Real Estate Fund DATE OF NAME CHANGE: 20090616 4 1 tm2129015-4_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-09-30 0 0001452477 Seven Hills Realty Trust NASDAQSEVN 0001273871 PORTNOY ADAM D. TWO NEWTON PLACE, 255 WASHINGTON STREET SUITE 300 NEWTON MA 02458 1 0 0 0 Common Shares of Beneficial Interest 2021-09-30 4 A 0 6966 0 A 172426 D Common Shares of Beneficial Interest 2021-09-30 4 A 0 825651 0 A 902821 I See Footnote Common Shares of Beneficial Interest 2021-10-01 4 A 0 3000 A 175426 D Acquired pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 26, 2021, by and between the Issuer (f/k/a RMR Mortgage Trust) and Tremont Mortgage Trust ("TRMT") in exchange for 13,500 TRMT common shares of beneficial interest having a market value of $5.22 per share on the effective date of the merger of TRMT with and into the Issuer, based on the closing price of TRMT's common shares of beneficial interest on such effective date. Acquired pursuant to the Merger Agreement in exchange for 1,600,100 TRMT common shares of beneficial interest having a market value of $5.22 per share on the effective date of the merger of TRMT with and into the Issuer, based on the closing price of TRMT's common shares of beneficial interest on such effective date. 77,170 shares are held by ABP Trust, which includes 2,087 shares acquired under the Issuer's dividend reinvestment plan since July 20, 2021. Mr. Portnoy is a holder of shares of beneficial interest in, and the sole trustee of, ABP Trust. Mr. Portnoy may be deemed to be a beneficial owner of the shares owned directly by ABP Trust, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein. 825,651 shares are held by Tremont Realty Capital LLC ("TRC"). TRC is a direct wholly owned subsidiary of The RMR Group LLC ("RMR LLC"), which is a direct majority owned subsidiary of The RMR Group Inc. ("RMR Inc."), of which Mr. Portnoy is a managing director and controlling shareholder through ABP Trust. Mr. Portnoy is also a beneficial owner and a director of TRC. ABP Trust, RMR Inc., RMR LLC and Mr. Portnoy may be deemed to beneficially own the shares owned directly by TRC, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Transaction reported is grant of shares pursuant to the Issuer's equity compensation plan. /s/ Adam D. Portnoy 2021-10-04