Large owner Tremont Realty Capital Llc exercised 912,295 in-the-money units of Common Shares of Beneficial Interest at a strike of $8.65 (SEC Form 4)
$RMR
Professional Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Seven Hills Realty Trust [ SEVN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares of Beneficial Interest | 12/04/2025 | X | 58,266(1) | A | $8.65 | 178,488 | I | By ABP Trust(2)(3) | ||
| Common Shares of Beneficial Interest | 12/04/2025 | X | 854,029(1) | A | $8.65 | 2,562,087 | I | By Tremont Realty Capital LLC(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Right (Right to Buy) | $8.65 | 12/04/2025 | X | 116,531 | 11/10/2025 | 12/04/2025 | Common Shares | 58,266(1) | $0 | 0 | I | By ABP Trust(2)(3) | |||
| Subscription Right (Right to Buy) | $8.65 | 12/04/2025 | X | 1,708,058 | 11/10/2025 | 12/04/2025 | Common Shares | 854,029(1) | $0 | 0 | I | By Tremont Realty Capital LLC(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On October 30, 2025, Seven Hills Realty Trust (the "Company") announced the terms of a pro rata offering of transferable subscription rights (the "Rights") to holders of the Company's common shares as of the record date of November 10, 2025 ("Record Date Shareholders"), entitling the holders of such Rights to subscribe for up to an aggregate of 7,532,861 of the Company's common shares (the "Rights Offering"). Record Date Shareholders received one Right for each outstanding common share they owned on the record date. The Rights entitled the Record Date Shareholders to purchase one new common share for every two Rights held. The Rights Offering expired on December 4, 2025. |
| 2. Reflects shares held directly by ABP Trust, which includes common shares acquired under a dividend reinvestment plan. ABP Trust is a Maryland statutory trust and controlling shareholder of The RMR Group Inc. ("RMR Inc."). |
| 3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| 4. Reflects shares held directly by Tremont Realty Capital LLC ("TRC"). TRC is a direct wholly owned subsidiary of The RMR Group LLC ("RMR LLC"), which is a direct majority owned operating subsidiary of RMR Inc. ABP Trust, a Maryland statutory trust, is the controlling shareholder of RMR Inc. ABP Trust, RMR Inc. and RMR LLC may be deemed to beneficially own the shares owned directly by TRC. Adam D. Portnoy is the president, sole trustee and beneficial owner of ABP Trust. Mr. Portnoy has separately filed Section 16 reports with respect to his interests in the Issuer securities held by TRC and ABP Trust. |
| Tremont Realty Capital LLC /s/ Matthew C. Brown Title: Chief Financial Officer and Treasurer | 12/09/2025 | |
| The RMR Group LLC /s/ Matthew C. Brown Title: Executive Vice President, Chief Financial Officer and Treasurer | 12/09/2025 | |
| The RMR Group Inc. /s/ Matthew C. Brown Title: Executive Vice President, Chief Financial Officer and Treasurer | 12/09/2025 | |
| ABP Trust /s/ Matthew C. Brown Title: Treasurer | 12/09/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||