SEC Form 4 · accession 0001104659-19-000218
SELECT INCOME REIT · NASDAQ:SIR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Adam D. Portnoy
Director
Period of report
Dec 31, 2018
Accepted (ET)
Jan 2, 2019 · 6:30 pm EST
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 | Dec 31, 2018 | D | 107,535 | $0.00 | D | 0 | D | |
| Common Shares of Beneficial InterestF3,F2 | Dec 31, 2018 | D | 1,483,898 | $0.00 | D | 0 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 14, 2018, by and among Government Properties Income Trust ("GOV"), GOV MS REIT, a wholly owned subsidiary of GOV, and the issuer in exchange for 111,836 GOV common shares of beneficial interest having a market value of $6.87 per share on the effective date of the merger of the issuer with and into GOV MS REIT (the "Merger"), based on the closing price of GOV's common shares of beneficial interest on such effective date, plus cash in lieu of fractional shares.
- F2Disposed of pursuant to the Merger Agreement in exchange for 1,543,253 GOV common shares of beneficial interest having a market value of $6.87 per share on the effective date of the Merger, based on the closing price of GOV's common shares of beneficial interest on such effective date.
- F3These shares were held by ABP Trust; Mr. Portnoy, as president, sole trustee and a beneficial owner of ABP Trust, may have been deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaimed such beneficial ownership except to the extent of his pecuniary interest therein.