12/08/2025 | Press release | Distributed by Public on 12/08/2025 20:07
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Right (Right to Buy) | $8.65 | 12/04/2025 | X | 219,340 | 11/10/2025 | 12/04/2025 | Common Shares | 109,669(1) | $ 0 | 0 | D | ||||
| Subscription Right (Right to Buy) | $8.65 | 12/04/2025 | X | 116,531 | 11/10/2025 | 12/04/2025 | Common Shares | 58,266(1) | $ 0 | 0 | I | See Footnote(2) | |||
| Subscription Right (Right to Buy) | $8.65 | 12/04/2025 | X | 1,708,058 | 11/10/2025 | 12/04/2025 | Common Shares | 854,029(1) | $ 0 | 0 | I | See Footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PORTNOY ADAM D. TWO NEWTON PLACE, 255 WASHINGTON STREET SUITE 300 NEWTON, MA 02458 |
X | X | ||
| /s/ Adam D. Portnoy | 12/08/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | On October 30, 2025, Seven Hills Realty Trust (the "Company") announced the terms of a pro rata offering of transferable subscription rights (the "Rights") to holders of the Company's common shares as of the record date of November 10, 2025 ("Record Date Shareholders"), entitling the holders of such Rights to subscribe for up to an aggregate of 7,532,861 of the Company's common shares (the "Rights Offering"). Record Date Shareholders received one Right for each outstanding common share they owned on the record date. The Rights entitled the Record Date Shareholders to purchase one new common share for every two Rights held. The Rights Offering expired on December 4, 2025. |
| (2) | 178,488 common shares are held by ABP Trust, which includes common shares acquired under a dividend reinvestment plan. Mr. Portnoy is a holder of shares of beneficial interest in, and the sole trustee of, ABP Trust. Mr. Portnoy may be deemed to be a beneficial owner of the common shares owned directly by ABP Trust, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein. |
| (3) | 2,562,087 common shares are 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 also a beneficial owner and a director of TRC, RMR LLC and RMR Inc. and Mr. Portnoy may be deemed to beneficially own the common shares owned directly by TRC, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein. |