0001104659-15-079324.txt : 20151116 0001104659-15-079324.hdr.sgml : 20151116 20151116164013 ACCESSION NUMBER: 0001104659-15-079324 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151116 FILED AS OF DATE: 20151116 DATE AS OF CHANGE: 20151116 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RMR Group Inc. CENTRAL INDEX KEY: 0001644378 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 474122583 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: 617-796-8390 MAIL ADDRESS: STREET 1: 255 WASHINGTON STREET CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: Reit Management & Research Inc. DATE OF NAME CHANGE: 20150608 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PORTNOY ADAM CENTRAL INDEX KEY: 0001273871 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37616 FILM NUMBER: 151235711 MAIL ADDRESS: STREET 1: C/O REIT MANAGEMENT & RESEARCH LLC STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 3 1 a3.xml 3 X0206 3 2015-11-16 0 0001644378 RMR Group Inc. NASDAQ:RMR 0001273871 PORTNOY ADAM C/O THE RMR GROUP LLC TWO NEWTON PLACE 255 WASHINGTON STREET SUITE 300 NEWTON MA 02458 1 1 0 0 Managing Dir., President & CEO Class B-1 Common Stock of Issuer, par value $0.001 per share Class A Common Stock of Issuer, par value $0.001 per share 450000 I By Trust Class A Membership Units of The RMR Group LLC Class A Common Stock of Issuer, par value $0.001 per share 6750000 I By Trust Each share of Class B-1 Common Stock of the Issuer is convertible into one share of Class A Common Stock of the Issuer at the option of Reit Management & Research Trust ("RMR Trust"). Represents the pecuniary interest of Mr. Portnoy in the shares beneficially owned by RMR Trust. Held by RMR Trust, of which Mr. Portnoy is the President and Chief Executive Officer, beneficial owner and a trustee. Each Class A Membership Unit of The RMR Group LLC held by RMR Trust is redeemable at the option of the holder for one share of Class A Common Stock of the Issuer and is paired with one share of non-economic, voting Class B-2 Common Stock of the Issuer, which share of Class B-2 Common Stock will be automatically redeemed by the Issuer for no consideration upon the redemption of a Class A Membership Unit of The RMR Group LLC. At the Issuer's option, it may elect to pay cash instead of Class A Common Stock of the Issuer for some or all of such redeemed Class A Membership Units. /s/ Adam D. Portnoy 2015-11-16