SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PORTNOY ADAM D.

(Last)

(First)

(Middle)

TWO NEWTON PLACE,

255 WASHINGTON STREET SUITE 300

(Street)

NEWTON

02458

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Seven Hills Realty Trust [ NASDAQSEVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest	09/30/2021		A		6,966	A	$0⁽¹⁾	172,426	D
Common Shares of Beneficial Interest	09/30/2021		A		825,651	A	$0⁽²⁾	902,821	I	See Footnote⁽³⁾⁽⁴⁾
Common Shares of Beneficial Interest	10/01/2021		A		3,000	A	⁽⁵⁾	175,426	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. Transaction reported is grant of shares pursuant to the Issuer's equity compensation plan.

	/s/ Adam D. Portnoy	10/04/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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