0001104659-19-000237.txt : 20190102 0001104659-19-000237.hdr.sgml : 20190102 20190102185134 ACCESSION NUMBER: 0001104659-19-000237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181231 FILED AS OF DATE: 20190102 DATE AS OF CHANGE: 20190102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PORTNOY ADAM D. CENTRAL INDEX KEY: 0001273871 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34364 FILM NUMBER: 19503176 MAIL ADDRESS: STREET 1: C/O THE RMR GROUP LLC STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 FORMER NAME: FORMER CONFORMED NAME: PORTNOY ADAM D DATE OF NAME CHANGE: 20160607 FORMER NAME: FORMER CONFORMED NAME: PORTNOY ADAM DATE OF NAME CHANGE: 20031218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GOVERNMENT PROPERTIES INCOME TRUST CENTRAL INDEX KEY: 0001456772 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 264273474 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O THE RMR GROUP STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 BUSINESS PHONE: (617) 219-1440 MAIL ADDRESS: STREET 1: C/O THE RMR GROUP STREET 2: TWO NEWTON PL., 255 WASH. ST., STE. 300 CITY: NEWTON STATE: MA ZIP: 02458 FORMER COMPANY: FORMER CONFORMED NAME: Government Properties Income Trust DATE OF NAME CHANGE: 20090220 4 1 a4.xml 4 X0306 4 2018-12-31 0 0001456772 GOVERNMENT PROPERTIES INCOME TRUST NASDAQ:OPI 0001273871 PORTNOY ADAM D. C/O THE RMR GROUP LLC, TWO NEWTON PL., 255 WASH. ST., STE. 300 NEWTON MA 02458 1 0 0 0 Common Shares of Beneficial Interest 2018-12-31 4 A 0 111836 0 A 529803 D Common Shares of Beneficial Interest 2018-12-31 4 A 0 1543253 0 A 2305034 I See Footnote Acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 14, 2018, by and among the issuer, GOV MS REIT, a wholly owned subsidiary of the issuer, and Select Income REIT ("SIR") in exchange for 107,535 SIR common shares of beneficial interest having a market value of $7.36 per share on the effective date of the merger of SIR with and into GOV MS REIT (the "Merger"), based on the closing price of SIR's common shares of beneficial interest on such effective date. Following the closing of the Merger on December 31, 2018, the issuer changed its name from Government Properties Income Trust to Office Properties Income Trust, and the issuer effected a reverse share split (the "Reverse Split") pursuant to which every four common shares of the issuer were converted and reclassified into one common share of the issuer, subject to the receipt of cash in lieu of fractional shares. The amounts set forth in the table are presented prior to giving effect to the impact of the Reverse Split. Acquired pursuant to the Merger Agreement in exchange for 1,483,898 SIR common shares of beneficial interest having a market value of $7.36 per share on the effective date of the Merger, based on the closing price of SIR's common shares of beneficial interest on such effective date. These shares are held by ABP Trust; Mr. Portnoy, as president, sole trustee and a beneficial owner of ABP Trust, may be deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein. /s/ Adam D. Portnoy 2019-01-02