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    SEC Form SC 13G/A filed by The RMR Group Inc. (Amendment)

    2/13/24 4:03:22 PM ET
    $RMR
    Professional Services
    Consumer Discretionary
    Get the next $RMR alert in real time by email
    SC 13G/A 1 hotchkiswiley-rmr123123a2.htm



     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION
    Washington, DC 20549

     

    SCHEDULE 13G/A

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)*



    THE RMR GROUP INC.

    (Name of Issuer)

     

    Class A common stock, $0.001 par value per share

    (Title of Class of Securities)

     

    74967R106

    (CUSIP Number)

     

     

    December 31, 2023
    (Date of Event Which Requires Filing of this Statement)

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

    x Rule 13d-1(b)

    o Rule 13d-1(c)

    o Rule 13d-1(d)

     

     

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     


     

    CUSIP No.  74967R106
     SCHEDULE 13G/A
    Page 2 of 6 Pages

     

             
    1
    NAME OF REPORTING PERSONS
     
    Hotchkis and Wiley Capital Management, LLC
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) o
    (b) o
     
    3
    SEC USE ONLY
     
     
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON
    WITH
    5
    SOLE VOTING POWER
     
    535,020
    6
    SHARED VOTING POWER
     
    0
    7
    SOLE DISPOSITIVE POWER
     
    585,620
    8
    SHARED DISPOSITIVE POWER
     
    0
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
    585,620
    10
    CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     
     
    o
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     
    3.73%
    12
    TYPE OF REPORTING PERSON
     
    IA

     

     
     

     

    CUSIP No.  74967R106
     SCHEDULE 13G/A
    Page 3 of  6 Pages

     

    Item 1.(a) Name of Issuer

    THE RMR GROUP INC.

    (b) Address of Issuer’s Principal Executive Offices

    Two Newton Place, 255 Washington Street, Suite 300

    Newton, MA 02458-1634

    Item 2.(a) Name of Person Filing

    Hotchkis and Wiley Capital Management, LLC

    (b) Address of Principal Business Office, or, if none, Residence

    601 S. Figueroa Street, 39th Fl

    Los Angeles, CA 90017

    (c) Citizenship

    Delaware

     (d) Title of Class of Securities

    Class A common stock, $0.001 par value per share

     (e) CUSIP No.:

    74967R106

     
     

     

    CUSIP No.  74967R106
     SCHEDULE 13G/A
    Page 4 of 6 Pages

     

     

    Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

      (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
     
      (b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
     
      (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
     
      (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
     
      (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
     
      (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
     
      (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
     
      (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
     
      (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
     
      (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
     
      (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
           

     

     
     

     

    CUSIP No. 74967R106
     SCHEDULE 13G/A
    Page 5 of 6 Pages

     

    Item 4. Ownership

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

    (a) Amount beneficially owned: 585,620

    (b) Percent of class: 3.73%

    (c) Number of shares as to which the person has:

    (i) Sole power to vote or to direct the vote: 535,020

    (ii) Shared power to vote or to direct the vote: 0

    (iii) Sole power to dispose or to direct the disposition of: 585,620

    (iv) Shared power to dispose or to direct the disposition of: 0

    Note that certain of HWCM's clients have retained voting power over the Common Shares that they beneficially own. Accordingly, HWCM has the power to dispose of more Common Shares than it can vote.

    Item 5. Ownership of Five Percent or Less of a Class

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

    Item 6. Ownership of More Than Five Percent on Behalf of Another Person

     

    Not Applicable

    Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

     

    Not Applicable

    Item 8. Identification and Classification of Members of the Group

     

    Not Applicable

    Item 9. Notice of Dissolution of Group

     

    Not Applicable

    Item 10. Certification

     

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

     

     
     
    CUSIP No.  74967R106
     SCHEDULE 13G/A
    Page 6 of 6 Pages

     

     

    SIGNATURE

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Dated: February 13, 2024

     

     

      Hotchkis and Wiley Capital Management, LLC
           
      By: Tina H. Kodama
        Name:  Tina H. Kodama
        Title:  Chief Compliance Officer

     

     

     

     

     

     

     

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