SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* PORTNOY ADAM (Last) (First) (Middle) C/O THE RMR GROUP LLC TWO NEWTON PLACE 255 WASHINGTON STREET SUITE 300 (Street) NEWTON MA 02458 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/16/2015	3. Issuer Name and Ticker or Trading Symbol RMR Group Inc. [ NASDAQ:RMR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Managing Dir., President & CEO	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B-1 Common Stock of Issuer, par value $0.001 per share	(1)	(1)	Class A Common Stock of Issuer, par value $0.001 per share	450,000(2)	(1)	I	By Trust(3)
Class A Membership Units of The RMR Group LLC	(4)	(4)	Class A Common Stock of Issuer, par value $0.001 per share	6,750,000(2)	(4)	I	By Trust(3)

Explanation of Responses:

1. 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").

2. Represents the pecuniary interest of Mr. Portnoy in the shares beneficially owned by RMR Trust.

3. Held by RMR Trust, of which Mr. Portnoy is the President and Chief Executive Officer, beneficial owner and a trustee.

4. 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	11/16/2015
	** 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 5 (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).
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