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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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
SEVEN HILLS REALTY TRUST (Name of Issuer) |
Common Shares of Beneficial Interest, $0.001 Par Value (Title of Class of Securities) |
81784E101 (CUSIP Number) |
Adam D. Portnoy Two Newton Place, 255 Washington Street, Suite 300 Newton, MA, 02458 (617) 219-1440 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 81784E101 |
| 1 |
Name of reporting person
Tremont Realty Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,577,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
The percentages of beneficial ownership reported in this Schedule 13D are based on approximately 22,598,583 common shares of beneficial interest of the Issuer expected to be outstanding following the closing of the Backstop Agreement (as defined below), including 15,065,722 common shares outstanding as of October 23, 2025 and 7,532,861 common shares to be issued pursuant to the Rights Offering (as defined below) and the Backstop Agreement.
SCHEDULE 13D
|
| CUSIP No. | 81784E101 |
| 1 |
Name of reporting person
The RMR Group LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,577,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 81784E101 |
| 1 |
Name of reporting person
The RMR Group Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,577,835.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
|
| CUSIP No. | 81784E101 |
| 1 |
Name of reporting person
ABP Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,756,323.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 81784E101 |
| 1 |
Name of reporting person
Adam D. Portnoy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,085,332.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
22.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares of Beneficial Interest, $0.001 Par Value | |
| (b) | Name of Issuer:
SEVEN HILLS REALTY TRUST | |
| (c) | Address of Issuer's Principal Executive Offices:
Two Newton Place, 255 Washington Street, Suite 300, Newton,
MASSACHUSETTS
, 02458. | |
Item 1 Comment:
This Amendment No. 3 amends the Schedule 13D filed jointly by Tremont Realty Capital LLC (f/k/a Tremont Realty Advisors LLC), a Maryland limited liability company ("TRC"), The RMR Group LLC, a Maryland limited liability company and the sole member of TRC ("RMR LLC"), The RMR Group Inc., a Maryland corporation and the managing member of RMR LLC ("RMR Inc."), ABP Trust, a Maryland statutory trust and the controlling shareholder of RMR Inc., and Adam D. Portnoy (individually, a "Reporting Person," and together, the "Reporting Persons") on October 4, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed by the Reporting Persons on May 11, 2022 ("Amendment No. 1") and Amendment No. 2 filed by the Reporting Persons on October 30, 2025 ("Amendment No. 2"), with respect to common shares of beneficial interest, par value $0.001 per share (the "Common Shares"), of Seven Hills Realty Trust, a Maryland real estate investment trust (the "Issuer"). The Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3 are collectively referred to herein as the "Schedule 13D." Except as amended herein, the Schedule 13D is unchanged. | ||
| Item 4. | Purpose of Transaction | |
"Item 4. Purpose of Transaction" of the Schedule 13D is hereby amended by adding the following: Prior to the expiration of the Rights Offering on December 4, 2025, holders of rights subscribed for 5,167,113 Common Shares at $8.65 per Common Share (the "Subscription Price"). Through the exercise of their respective basic subscription rights, TRC purchased 854,029 Common Shares, Adam D. Portnoy purchased 109,669 Common Shares and ABP Trust purchased 58,266 Common Shares on December 4, 2025 in the Rights Offering. Pursuant to the Backstop Commitment, TRC is obligated to purchase the 2,015,748 Common Shares that remained unsubscribed following the Expiration Date. Such transaction is expected to close promptly. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) |
"Item 5. Interest in Securities of the Issuer" of the Schedule 13D is hereby amended and restated as follows: TRC is the direct record owner of 4,577,835 Common Shares, ABP Trust is the direct record owner of 178,488 Common Shares, and Adam D. Portnoy is the direct record owner of 329,009 Common Shares. The aggregate number of Common Shares beneficially owned by TRC is 4,577,835, representing approximately 20.3% of the Common Shares expected to be outstanding following the closing of the Backstop Agreement, including 15,065,722 Common Shares outstanding as of October 23, 2025 and 7,532,861 Common Shares to be issued pursuant to the Rights Offering and the Backstop Agreement. Voting and investment power with respect to the Common Shares owned by TRC may be deemed to be shared by RMR LLC, RMR Inc., ABP Trust and Adam D. Portnoy. TRC is a direct wholly owned subsidiary of RMR LLC, which is the direct majority owned operating subsidiary of RMR Inc. Neither RMR LLC nor RMR Inc. directly owns any Common Shares. Each of RMR LLC and RMR Inc. may be deemed to be the beneficial owner of the 4,577,835 Common Shares held by TRC, representing approximately 20.3% of the Common Shares expected to be outstanding following the closing of the Backstop Agreement. ABP Trust may be deemed to beneficially own an aggregate of 4,756,323 Common Shares, consisting of the 178,488 Common Shares it directly holds and the 4,577,835 Common Shares held by TRC, representing approximately 21% of the Common Shares expected to be outstanding following the closing of the Backstop Agreement. Voting and investment power with respect to the Common Shares beneficially owned by ABP Trust may be deemed to be shared by Adam D. Portnoy as the President, controlling shareholder and sole trustee of ABP Trust. Therefore, Adam D. Portnoy may be deemed to beneficially own an aggregate of 5,085,332 Common Shares, consisting of the 329,009 Common Shares he directly holds and the 4,756,323 Common Shares beneficially owned by ABP Trust, representing approximately 22.5% of the Common Shares expected to be outstanding following the closing of the Backstop Agreement. | |
| (b) | (i) Sole power to vote or direct the vote: TRC: 0 RMR LLC: 0 RMR Inc.: 0 ABP Trust: 0 Adam D. Portnoy: 329,009 (ii) Shared power to vote or direct the vote: TRC: 4,577,835 RMR LLC: 4,577,835 RMR Inc.: 4,577,835 ABP Trust: 4,756,323 Adam D. Portnoy: 4,756,323 (iii) Sole power to dispose or to direct the disposition of: TRC: 0 RMR LLC: 0 RMR Inc.: 0 ABP Trust: 0 Adam D. Portnoy: 329,009 (iv) Shared power to dispose or to direct the disposition of: TRC: 4,577,835 RMR LLC: 4,577,835 RMR Inc.: 4,577,835 ABP Trust: 4,756,323 Adam D. Portnoy: 4,756,323 The percentages of beneficial ownership reported in this Schedule 13D are based on approximately 22,598,583 Common Shares expected to be outstanding following the closing of the Backstop Agreement, based on information provided by the Issuer, including 15,065,722 Common Shares outstanding as of October 23, 2025 and 7,532,861 Common Shares to be issued pursuant to the Rights Offering and the Backstop Agreement. Jennifer B. Clark, 31,833 Common Shares; Matthew P. Jordan, 89,136 Common Shares; Thomas J. Lorenzini, 26,671 Common Shares; John G. Murray, 21,528 Common Shares; Matthew C. Brown, 21,365 Common Shares; Christopher J. Bilotto, 15,772 Common Shares, Yael Duffy, 9,480 Common Shares; Lindsey A. Getz, 5,981 Common Shares; and Jeffrey C. Leer, 7,165 Common Shares. | |
| (c) | Except as described in Items 3 and 4, there have been no reportable transactions with respect to the Common Shares within the last 60 days by the Reporting Persons. | |
| (d) | No other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
"Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer" of the Schedule 13D is hereby amended by adding the following: The information contained in Item 4 of this Amendment No. 3 is incorporated herein by reference. | ||
| 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.
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