Statement of Changes in Beneficial Ownership (4)
October 04 2021 - 5:49PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Tremont Realty Capital LLC |
2. Issuer Name and Ticker or Trading Symbol
Tremont Mortgage Trust
[
NASDAQTRMT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
TWO NEWTON PLACE, 255 WASHINGTON STREET, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/30/2021 |
(Street)
NEWTON, MA 02458
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares of Beneficial Interest | 9/30/2021 | | D | | 1600100 | D | $0 (1) | 0 | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Disposed of pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 26, 2021, by and between Seven Hills Realty Trust ("SEVN") (f/k/a RMR Mortgage Trust) and the Issuer, in exchange for 825,651 SEVN common shares of beneficial interest having a market value of $10.31 per share on the effective date of the merger of the Issuer with and into SEVN, based on the closing price of SEVN's common shares of beneficial interest on such effective date, plus cash in lieu of fractional shares. |
(2) | All shares reported were held directly by Tremont Realty Capital ("TRC"). TRC is a direct wholly owned subsidiary of The RMR Group LLC ("RMR LLC"), which is the direct majority owned operating subsidiary of The RMR Group Inc. ("RMR Inc."). RMR Inc. and RMR LLC may have been deemed to beneficially own the shares owned directly by TRC. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tremont Realty Capital LLC TWO NEWTON PLACE 255 WASHINGTON STREET, SUITE 300 NEWTON, MA 02458 |
| X |
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RMR Group LLC TWO NEWTON PLACE 255 WASHINGTON STREET, SUITE 300 NEWTON, MA 02458 |
| X |
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RMR GROUP INC. TWO NEWTON PLACE 255 WASHINGTON STREET, SUITE 300 NEWTON, MA 02458 |
| X |
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Signatures
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/s/ Matthew P. Jordan President and Chief Executive Officer, on behalf of Tremont Realty Capital LLC | | 10/4/2021 |
**Signature of Reporting Person | Date |
/s/ Matthew P. Jordan Executive Vice President and Chief Financial Officer, on behalf of The RMR Group LLC | | 10/4/2021 |
**Signature of Reporting Person | Date |
/s/ Matthew P. Jordan Executive Vice President and Chief Financial Officer, on behalf of The RMR Group Inc. | | 10/4/2021 |
**Signature of Reporting Person | Date |
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