Sec Form 4 Filing - PORTNOY ADAM D. @ SELECT INCOME REIT - 2018-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PORTNOY ADAM D.
2. Issuer Name and Ticker or Trading Symbol
SELECT INCOME REIT [ NASDAQ:SIR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE RMR GROUP LLC,, TWO NEWTON PL., 255 WASH. ST., STE. 300
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2018
(Street)
NEWTON, MA02458
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Shares of Beneficial Interest 12/31/2018 D 107,535 D $ 0 ( 1 ) 0 ( 2 ) D
Common Shares of Beneficial Interest 12/31/2018 D 1,483,898 D $ 0 ( 3 ) 0 ( 2 ) I See footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PORTNOY ADAM D.
C/O THE RMR GROUP LLC,
TWO NEWTON PL., 255 WASH. ST., STE. 300
NEWTON, MA02458
X
Signatures
/s/ Adam D. Portnoy 01/02/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 14, 2018, by and among Government Properties Income Trust ("GOV"), GOV MS REIT, a wholly owned subsidiary of GOV, and the issuer in exchange for 111,836 GOV common shares of beneficial interest having a market value of $6.87 per share on the effective date of the merger of the issuer with and into GOV MS REIT (the "Merger"), based on the closing price of GOV's common shares of beneficial interest on such effective date, plus cash in lieu of fractional shares.
( 2 )Disposed of pursuant to the Merger Agreement in exchange for 1,543,253 GOV common shares of beneficial interest having a market value of $6.87 per share on the effective date of the Merger, based on the closing price of GOV's common shares of beneficial interest on such effective date.
( 3 )These shares were held by ABP Trust; Mr. Portnoy, as president, sole trustee and a beneficial owner of ABP Trust, may have been deemed to be a beneficial owner of these shares, but Mr. Portnoy disclaimed such beneficial ownership except to the extent of his pecuniary interest therein.

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