0001104659-19-038749.txt : 20190701 0001104659-19-038749.hdr.sgml : 20190701 20190701173024 ACCESSION NUMBER: 0001104659-19-038749 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190701 DATE AS OF CHANGE: 20190701 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RMR GROUP INC. CENTRAL INDEX KEY: 0001644378 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 474122583 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89313 FILM NUMBER: 19934401 BUSINESS ADDRESS: STREET 1: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: (617) 796-8320 MAIL ADDRESS: STREET 1: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: RMR Group Inc. DATE OF NAME CHANGE: 20150910 FORMER COMPANY: FORMER CONFORMED NAME: Reit Management & Research Inc. DATE OF NAME CHANGE: 20150608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SENIOR HOUSING PROPERTIES TRUST CENTRAL INDEX KEY: 0001075415 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 043445278 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O THE RMR GROUP STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: (617) 796-8350 MAIL ADDRESS: STREET 1: C/O THE RMR GROUP STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 SC 13G/A 1 a19-12355_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

 

(Rule 13d-102)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

The RMR Group Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value

(Title of Class of Securities)

74967R 106

(CUSIP Number)

July 1, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

13G/A

 

CUSIP No. 74967R 106

 

Page 2 of 4

 

 

1

Name of Reporting Person
Senior Housing Properties Trust

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Maryland

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

11

Percent of Class Represented by Amount in Row (9)
0%

 

 

12

Type of Reporting Person
OO

 

 

13G/A

 

CUSIP No. 74967R 106

 

Page 3 of 4

 

Item 1(a).                  Name of Issuer:

 

The RMR Group Inc. (the “Issuer”).

 

Item 1(b).                  Address of Issuer’s Principal Executive Offices:

 

Two Newton Place
255 Washington Street
Suite 300
Newton, Massachusetts 02458-1634

 

Item 2(a).                  Name of Person Filing:

 

This Schedule 13G/A is being filed by Senior Housing Properties Trust (the “Reporting Person”).

 

Item 2(b).                  Address of Principal Business Office or, if None, Residence:

 

The address of the principal business office of the Reporting Person is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

 

Item 2(c).                   Citizenship:

 

The Reporting Person is a Maryland real estate investment trust.

 

Item 2(d).                  Title of Class of Securities:

 

The class of securities to which this Schedule 13G/A relates is shares of Class A common stock, par value $0.001 per share, of the Issuer (the “Class A Common Shares”).

 

Item 2(e).                   CUSIP Number:

 

The CUSIP number for the Class A Common Shares is 74967R 106.

 

Item 3.                                 If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

 

13G/A

 

CUSIP No. 74967R 106

 

Page 4 of 4

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

The Reporting Person does not beneficially own any Class A Common Shares.

 

(b)

Percent of class:

The Reporting Person does not beneficially own any Class A Common Shares.

 

(c)

Number of Class A Common Shares as to which each Reporting Person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

0

 

 

(ii)

Shared power to vote or to direct the vote:

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:

0

 

Item 5.                                 Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

Item 6.                                 Ownership of More Than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.                                 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.                                 Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.                                 Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.                          Certifications.

 

Not applicable.

 

 

SIGNATURE

 

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.

 

 

Dated: July 1, 2019

 

 

 

 

 

SENIOR HOUSING PROPERTIES TRUST

 

 

 

 

 

/s/ Richard W. Siedel, Jr.

 

Name: Richard W. Siedel, Jr.

 

Title: Chief Financial Officer and Treasurer

 

 

ATTENTION.

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (see 18 U.S.C. 1001).