Statement of Changes in Beneficial Ownership (4)
January 02 2019 - 6:32PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
PORTNOY ADAM D.
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2. Issuer Name
and
Ticker or Trading Symbol
SELECT INCOME REIT
[
NASDAQ:SIR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O THE RMR GROUP LLC,, TWO NEWTON PL., 255 WASH. ST., STE. 300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2018
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(Street)
NEWTON, MA 02458
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares of Beneficial Interest
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12/31/2018
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D
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107535
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D
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$0
(1)
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0
(2)
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D
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Common Shares of Beneficial Interest
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12/31/2018
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D
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1483898
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D
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$0
(3)
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0
(2)
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I
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See footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Disposed 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.
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(2)
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Disposed 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.
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(3)
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These 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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PORTNOY ADAM D.
C/O THE RMR GROUP LLC,
TWO NEWTON PL., 255 WASH. ST., STE. 300
NEWTON, MA 02458
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X
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Signatures
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/s/ Adam D. Portnoy
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1/2/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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