SEC Form 4 · accession 0001104659-15-044321
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
Jun 5, 2015
Accepted (ET)
Jun 9, 2015 · 4:26 pm 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 | Jun 5, 2015 | A | 3,587 | $23.34 | A | 271,754 | I | See Footnotes |
| Common Shares of Beneficial InterestF5,F2,F3,F4 | Jun 5, 2015 | J | 396,000 | $23.41 | A | 667,754 | I | See Footnotes |
| Common Shares of Beneficial Interest | holding | — | — | — | 99,035 | 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 pursuant to the business management agreement between the Issuer and Reit Management & Research LLC ("RMR LLC") in effect as of the date of the transaction at $23.34, the average of the closing prices of the Common Shares on the New York Stock Exchange for each trading day during the month of May 2015.
- F2On May 19, 2015, RMR LLC distributed all of the Common Shares of the Issuer it then directly owned to Reit Management & Research Trust ("RMR Trust"), then its sole member. Mr. Portnoy is the President and Chief Executive Officer, a beneficial owner and a trustee of RMR Trust.
- F3Represents the pecuniary interest of Mr. Portnoy in Common Shares owned by RMR Trust.
- F4RMR Trust 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 LLC, 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.
- F5On June 5, 2015, RMR Trust, RMR LLC, Reit Management & Research Inc. and the Issuer entered into a Transaction Agreement for an Up-C transaction pursuant to which, among other things, RMR Trust acquired 880,000 newly issued Common Shares valued at $23.41 per share, the volume weighted average trading price per Common Share on the New York Stock Exchange during the 20 business days prior to the closing of the transactions contemplated by the Transaction Agreement.