SEC Form 4 · accession 0001209191-17-053172

Seven Hills Realty Trust · SEVN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Barry M. Portnoy

Director · Other

Period of report

Sep 14, 2017

Accepted (ET)

Sep 18, 2017 · 4:46 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001452477

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Sep 14, 2017	X	186,271	—	A	745,084	D
Common Stock^F1,F2,F3	Sep 14, 2017	X	12,960	—	A	51,840	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Transferable Subscription Right (right to buy)^F1,F2	—	Sep 14, 2017	X	558,813	D	Aug 21, 2017	Sep 19, 2017	Common Stock	186,271	0	D
Transferable Subscription Right (right to buy)^F1,F2,F3	—	Sep 14, 2017	X	38,880	D	Aug 21, 2017	Sep 19, 2017	Common Stock	12,960	0	I

Explanation of responses

F1On August 11, 2017, RMR Real Estate Income Fund (the "Fund") announced the commencement of a pro rata offering (the "Rights Offering") of transferable rights (the "Rights") to holders of the Fund's common shares, as of the record date of August 21, 2017 ("Record Date Shareholder"), entitling the holders of such rights to subscribe for up to an aggregate of 2,550,502 of the Fund's common shares. Record Date Shareholders received one Right for each outstanding whole common share held on the record date. The Rights entitle their holders to purchase one new common share for every three Rights held. The subscription price per common share is an estimated $18.64 (the "basic subscription privilege"). The Rights Offering also includes an oversubscription privilege, which will entitle holders who fully exercise their basic subscription privilege the right to purchase, at an estimated price of $18.64 per common share, additional common shares of the Fund, (continued in footnote 2)
F2subject to availability and pro rata allocation of shares among Record Date Shareholders exercising such oversubscription privilege. The reporting person and ABP Trust exercised their basic subscription right and oversubscription privilege in full and expect to participate in the Fund's allocation of available shares at the close of the subscription period. The subscription rights will expire if they are not exercised by 5:00 p.m. Eastern time on September 19, 2017 (unless otherwise extended).
F3By ABP Trust, of which Mr. Portnoy is a Trustee and owner. ABP Trust exercised its basic subscription right and oversubscription privilege in full on September 14, 2017, and expects to participate in the Fund's allocation of available shares at the close of the subscription period. Mr. Portnoy disclaims beneficial ownership of such securities, except to the extent that he may have a pecuniary interest therein.