SEC Form 4 · accession 0001209191-17-054173

Seven Hills Realty Trust · SEVN

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

Table I — non-derivative securities

Table II — derivative securities

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 entitled 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, subject to availability and pro rata allocation (see footnote 2)
• F2of 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 14, 2017, the reporting person and ABP Trust exercised their basic subscription rights and oversubscription privileges in full to purchase common shares of the Fund issued in the Rights Offering. The reporting person purchased 35,978 common shares of the Fund from the exercise of his basic subscription rights (previously reported in a Form 4 filed on September 18, 2017), plus an additional 18,546 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, (see footnote 4)
• F4as of the closing of the subscription period. ABP Trust purchased 12,960 common shares of the Fund from the exercise of its basic subscription rights, plus an additional 6,682 common shares of the Fund pursuant to the oversubscription privileges associated with ABP Trust's subscription rights on the basis of the Fund's allocation of common shares, as 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.
• F5By ABP Trust, of which Mr. Portnoy is a Trustee, President, Chief Executive Officer and owner. ABP Trust exercised its basic subscription right and oversubscription privilege in full on September 14, 2017 and participated 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.