0001104659-23-060361.txt : 20230515 0001104659-23-060361.hdr.sgml : 20230515 20230515094754 ACCESSION NUMBER: 0001104659-23-060361 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230515 FILED AS OF DATE: 20230515 DATE AS OF CHANGE: 20230515 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: 001-33274 FILM NUMBER: 23919157 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: TravelCenters of America Inc. /MD/ CENTRAL INDEX KEY: 0001378453 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 205701514 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 24601 CENTER RIDGE ROAD CITY: WESTLAKE STATE: OH ZIP: 44145 BUSINESS PHONE: 440-808-9100 MAIL ADDRESS: STREET 1: 24601 CENTER RIDGE ROAD CITY: WESTLAKE STATE: OH ZIP: 44145 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELCENTERS OF AMERICA LLC DATE OF NAME CHANGE: 20061017 4 1 tm2315519-1_4seq1.xml FORM 4 X0407 4 2023-05-15 1 0001378453 TravelCenters of America Inc. /MD/ TA 0001273871 PORTNOY ADAM D. C/O TRAVELCENTERS OF AMERICA INC. 24601 CENTER RIDGE ROAD WESTLAKE OH 44145-5639 1 0 0 0 0 Common Stock 2023-05-15 4 D 0 39653 86.00 D 0 D Common Stock 2023-05-15 4 D 0 621853 86.00 D 0 I See footnote On May 15, 2023, BP Products North America Inc. ("Parent") acquired all of the common shares of the Issuer pursuant to the terms of the Agreement and Plan of Merger, dated as of February 15, 2023 (the "Merger Agreement"), entered into by and among the Issuer, Parent and Bluestar RTM Inc., an indirect wholly-owned subsidiary of Parent ("Merger Subsidiary"). Pursuant to the Merger Agreement, Merger Subsidiary merged with and into the Issuer, with the Issuer surviving as an indirect wholly-owned subsidiary of Parent (the "Merger"). Reflects that each share of Issuer common stock, par value $0.001 ("Company Stock"), that was outstanding immediately prior to the effective time of the Merger (the "Effective Time") was converted into the right to receive $86.00 in cash, without interest, subject to the terms and conditions of the merger agreement (the "Merger Consideration"). Immediately prior to the Merger, any shares of Company Stock granted subject to vesting or other lapse restrictions under any Company Stock Plan (as defined in the Merger Agreement) vested in full and became free of such restrictions as of the Effective Time and converted into the right to receive an amount in cash equal to the Merger Consideration, less any applicable withholding taxes. Shares are held by 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 the President and Chief Executive Officer, a managing director and controlling shareholder through ABP Trust. Mr. Portnoy is a holder of shares of beneficial interest in, and the sole trustee of, ABP Trust. Mr. Portnoy is also the President and Chief Executive Officer of RMR LLC, ABP Trust and RMR Inc. and Mr. Portnoy may be deemed to beneficially own the shares owned directly by RMR LLC. Mr. Portnoy disclaims beneficial ownership of the shares owned by RMR LLC except to the extent of his pecuniary interest therein. /s/ Adam D. Portnoy 2023-05-15