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    SEC Form 4: Portnoy Adam D. returned 1,613,600 units of Common Shares of Beneficial Interest to the company, closing all direct ownership in the company

    10/4/21 6:49:37 PM ET
    $TRMT
    Real Estate Investment Trusts
    Consumer Services
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    SEC FORM 4 SEC Form 4
    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
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
    X
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    1. Name and Address of Reporting Person*
    PORTNOY ADAM D.

    (Last) (First) (Middle)
    C/O THE RMR GROUP LLC
    TWO NEWTON PL., 255 WASH. ST., STE. 300

    (Street)
    NEWTON MA 02458

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Tremont Mortgage Trust [ NASDAQTRMT ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director X 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    09/30/2021
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    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 09/30/2021 D 13,500 D $0(1) 0 D
    Common Shares of Beneficial Interest 09/30/2021 D 1,600,100 D $0(2) 0 I See Footnote(3)
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    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
    Explanation of Responses:
    1. Disposed of pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 26, 2021, by and between Seven Hills Realty Trust ("SEVN") (f/k/a RMR Mortgage Trust) and the Issuer, in exchange for 6,966 SEVN common shares of beneficial interest having a market value of $10.31 per share on the effective date of the merger of the Issuer with and into SEVN (the "Merger"), based on the closing price of SEVN's common shares of beneficial interest on such effective date.
    2. Disposed of pursuant to the Merger Agreement in exchange for 825,651 SEVN common shares of beneficial interest having a market value of $10.31 per share on the effective date of the Merger, based on the closing price of SEVN's common shares of beneficial interest on such effective date, plus cash in lieu of fractional shares.
    3. These shares were held 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 subsidiary of The RMR Group Inc. ("RMR Inc."), of which Mr. Portnoy is a managing director and controlling shareholder through ABP Trust. Mr. Portnoy is a holder of shares of beneficial interest in, and the sole trustee of, ABP Trust. Mr. Portnoy is also a beneficial owner and a director of TRC. ABP Trust, RMR Inc., RMR LLC and Mr. Portnoy may have been deemed to beneficially own the shares owned directly by TRC. Mr. Portnoy disclaimed beneficial ownership of the shares owned by TRC except to the extent of his pecuniary interest therein.
    /s/ Adam D. Portnoy 10/04/2021
    ** 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.
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