Adam D. Portnoy - Sep 30, 2021 Form 4 Insider Report for Tremont Mortgage Trust (NASDAQTRMT)

Role
Director, 10%+ Owner
Signature
/s/ Adam D. Portnoy
Stock symbol
NASDAQTRMT
Transactions as of
Sep 30, 2021
Transactions value $
$0
Form type
4
Date filed
10/4/2021, 06:49 PM
Previous filing
Sep 17, 2021
Next filing
Mar 14, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NASDAQTRMT Common Shares of Beneficial Interest Disposed to Issuer $0 -13.5K -100% $0.00* 0 Sep 30, 2021 Direct F1
transaction NASDAQTRMT Common Shares of Beneficial Interest Disposed to Issuer $0 -1.6M -100% $0.00* 0 Sep 30, 2021 See Footnote F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Adam D. Portnoy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.