SEC Form 4 · accession 0001209191-17-054161

Seven Hills Realty Trust · SEVN

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

Reporting owner

Jeffrey P. Somers

Director

Period of report

Sep 25, 2017

Accepted (ET)

Sep 27, 2017 · 5:51 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,F3,F4	Sep 25, 2017	X	165	—	A	1,441	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Oversubscription Privilege (contingent right to buy)^F1,F2,F3,F4	—	Sep 25, 2017	X	165	D	Aug 21, 2017	Sep 19, 2017	Common Stock	165	0	D

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 was $17.74 (the "basic subscription privilege"). The Rights Offering also included an oversubscription privilege, which entitled holders who fully exercised their basic subscription privilege the right to purchase, at a price of $17.74 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 subscription rights expired on September 19, 2017 at 5:00 p.m. Eastern time.
F3Following the conclusion of the Rights Offering, the common shares that were not purchased by other Record Date Shareholders were allocated pro rata among Rights holders exercising their oversubscription privileges based on the number of common shares of the Fund each of those Rights holders owned on the record date and subject to the amount of shares such holder subscribed for. On September 12, 2017, the reporting person exercised his basic subscription rights and oversubscription privileges in full to purchase common shares of the Fund issued in the Rights Offering. The reporting person purchased 319 common shares of the Fund from the exercise of his basic subscription rights (previously reported in a Form 4 filed on September 13, 2017), plus an additional 165 common shares of the Fund pursuant to the oversubscription privileges associated with the reporting person's subscription rights on the basis of the Fund's allocation of common shares, (continued in footnote 4)
F4as of the closing of the subscription period. On September 25, 2017, the third-party subscription agent for the Rights Offering determined the allocations to be made to the Record Date Shareholders who exercised their oversubscription privileges.