UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 1, 2021 (September 15, 2021)

NEW ENGLAND REALTY ASSOCIATES LIMITED PARTNERSHIP

(Exact Name of Registrant as Specified in Charter)

Massachusetts	001-31568	04-2619298
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

39 Brighton Avenue, Allston, Massachusetts	02134
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (617) 783-0039

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
CLASS A LIMITED PARTNERSHIP UNITS		NEN		NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.01 Changes in Control of Registrant.

On September 15, 2021, Robert Somma passed away.

Mr. Somma was, along with Sally Michael, a trustee of the Harold Brown 2013 Revocable Trust (the “Trust”). The Trust and Ronald Brown are the controlling stockholders of NewReal, Inc. (“NewReal”), the general partner of New England Realty Associates Limited Partnership (the “Partnership”). NewReal owns 100% of the General Partnership Units of the Partnership. As trustees of the Trust, Mr. Somma and Ms. Michael had joint voting and dispositive control over the shares of NewReal owned by the Trust and thus could be deemed to have joint control over the Partnership.

With Mr. Somma’s passing, Ms. Michael currently has sole voting and dispositive control over the shares of NewReal owned by the Trust. A replacement trustee may be designated for the Trust to hold joint control with Ms. Michaels but as of the date of this filing no such successor trustee has been named.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Mr. Somma, was a director of NewReal. No person has yet been designated to fill the vacancy created by the death of Mr. Somma.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW ENGLAND REALTY ASSOCIATES

	LIMITED PARTNERSHIP


	By:	NewReal, Inc., its General Partner


		By	/s/ Ronald Brown

			Ronald Brown, its President
Date October 1, 2021