SEC Form 4 · accession 0001104659-15-036526
SELECT INCOME REIT · NASDAQ:SIR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam Portnoy
Director · 10% Owner
Period of report
May 7, 2015
Accepted (ET)
May 11, 2015 · 8:32 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001537667
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares of Beneficial InterestF1,F2,F3,F4 | May 7, 2015 | A | 3,411 | $24.14 | A | 268,168 | I | See Footnotes |
| Common Shares of Beneficial Interest | holding | — | — | — | 96,535 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These Common Shares were issued as a portion of the management fee paid by the Issuer to Reit Management & Research LLC ("RMR") pursuant to a business management agreement (the "Management Agreement") between the Issuer and RMR.
- F2Pursuant to the terms of the Management Agreement, the per share price amount listed above is the average of the closing prices of the Common Shares on the New York Stock Exchange for each trading day during the month of April 2015.
- F3Represents the pecuniary interest of Mr. Portnoy in Common Shares owned by RMR, of which Reit Management & Research Trust ("RMR Trust") is the sole member. Mr. Portnoy is the President and Chief Executive Officer and a director of RMR, and the President and Chief Executive Officer, a beneficial owner and a trustee of RMR Trust.
- F4RMR may, under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), be deemed to beneficially own 24,918,421 Common Shares of the Issuer that are owned by Government Properties Income Trust ("GOV"), and therefore due to his relationships with RMR Trust and RMR, Mr. Portnoy may be considered a beneficial owner of a portion of such Common Shares, constituting more than ten percent of the Common Shares of the Issuer under Rule 16a-1(a)(1) under the Exchange Act, but Mr. Portnoy disclaims such beneficial ownership of the Common Shares owned by GOV.