Sec Form 13G Filing - Royal Bank of Canada filing for SEVEN HILLS RLTY TR COM (SEVN) - 2020-02-10

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 30)*

 

RMR REAL ESTATE INCOME FUND
(Name of Issuer)

 

Auction Preferred Shares (Series Th)

(Title of Class of Securities)

 

 

74965J601

 
  (CUSIP Number)  
 

January 31, 2020

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  x Rule 13d-1(b)
     
  o Rule 13d-1(c)
     
  o Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  
 

 

CUSIP No. 74965J601
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Royal Bank of Canada

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a)o

(b)o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Canada

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

2 (Series Th)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

2 (Series Th)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2 (Series Th)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

☐ 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.2% (Series Th)

12

TYPE OF REPORTING PERSON (see instructions)

 

HC

 

  
 

 

CUSIP No. 74965J601
1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

RBC Capital Markets, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

 

 

(a)o

(b)o

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Minnesota

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH REPORTING

PERSON WITH:

5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

2 (Series Th)

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

2 (Series Th)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2 (Series Th)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

2.2% (Series Th)

12

TYPE OF REPORTING PERSON (see instructions)

 

BD

 

  
 

 

Item 1(a). Name of Issuer:
   
  RMR Real Estate Income Fund
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
 

Two Newton Place

255 Washington Street

Newton, MA 02458

   
Item 2(a). Name of Person Filing:
   
 

1.Royal Bank of Canada

2. RBC Capital Markets, LLC

   
Item 2(b). Address of Principal Business Office or, if none, Residence:
   
 

1     200 Bay Street

Toronto, Ontario M5J 2J5

Canada

 

2     200 Vesey Street

New York, New York 10281

   
Item 2(c). Citizenship:
   
  See Item 4 of the cover pages.
   
Item 2(d). Title of Class of Securities:
   
 

Auction Preferred Shares (Series Th)

   
Item 2(e).

CUSIP Number: 74965J601

 

Item 3. If this Statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a) x Broker or dealer registered under Section 15 of the Act;
  (b) o Bank as defined in Section 3(a)(6) of the Act;
  (c) o Insurance company as defined in Section 3(a)(19) of the Act;
  (d) o Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) x A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
  (j) o A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
  (k) o Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

  
 

  

Item 4. Ownership.
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a) Amount Beneficially Owned: See Item 9 of the Cover Page.
  (b) Percent of Class: See Item 11 of the Cover Page.
  (c) Number of shares as to which such person has:
    (i) sole power to vote or to direct the vote: 0
    (ii) shared power to vote or to direct the vote: See Item 6 of the Cover Page.
    (iii) sole power to dispose or to direct the disposition of: 0
    (iv) shared power to dispose or to direct the disposition of: See Item 8 of the Cover Page.

 

Item 5. Ownership of Five Percent or Less of a Class.
   
 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

   
 Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
  RBC Capital Markets, LLC is an indirectly wholly owned subsidiary of Royal Bank of Canada.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not applicable.
   
Item 10. Certification.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

  
 

  

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 

 

Dated: February 10, 2020

 

  ROYAL BANK OF CANADA  
       
       
 

/s/ Matthew Abrusci

 
     
 

Signature

 

Matthew Abrusci/Authorized Signatory

 
     
  Name/Title  
     
     
     
     
     
  RBC CAPITAL MARKETS, LLC  
       
       
  /s/ Matthew Abrusci  
     
 

Signature

 

Matthew Abrusci/Head of U.S. Capital Markets Law Group

 
     
  Name/Title  

 

 

  

  
 

 

Index to Exhibits

 

Exhibit Exhibit
   
A.     Joint Filing Agreement
B.     Power of Attorney  

 

  
 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G/A with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G/A. In evidence thereof, the undersigned hereby execute this Agreement as of February 10, 2020.

 

 

    

  ROYAL BANK OF CANADA  
       
       
 

/s/ Matthew Abrusci

 
     
 

Signature

 

Matthew Abrusci/Authorized Signatory

 
     
  Name/Title  
     
     
     
     
     
  RBC CAPITAL MARKETS, LLC  
       
       
 

/s/ Matthew Abrusci

 
     
 

Signature

& #xA0;

Matthew Abrusci/Head of U.S. Capital Markets Law Group

 
     
  Name/Title  

 

   
 

 

EXHIBIT B

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS that Royal Bank of Canada (“RBC”) does hereby make, constitute and appoint Matthew Abrusci, an employee of RBC Capital Markets, LLC (“RBCCM”), its true and lawful attorney, in order for RBCCM to satisfy its obligations to RBC under a services agreement and related information schedule between RBC and RBCCM, to execute and deliver in its name and on its behalf whether RBC is acting individually or as a representative of others, any and all filings required to be made by RBC under the Securities Exchange Act of 1934, as amended (the “Act”), with respect to securities which may be deemed to be beneficially owned by RBCCM and RBC under the Act, giving and granting unto said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as RBC might or could do if personally present by its authorized signatory, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

 

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person to whom power of attorney has been hereby granted ceases to be an employee of RBCCM.

 

  ROYAL BANK OF CANADA  
       
  /s/ Howard M. Sacarob  
       
  Name: Howard M. Sacarob  
  Title: VP, Head of U.S. Tax  
  Date: February 6, 2020  

 

 

 

 

 

RBC CAPITAL MARKETS, LLC

 

 
       
  /s/ John Thurlow  
       
  Name: John Thurlow  
  Title: Officer  
  Date: February 6, 2020