Sec Form 4 Filing - PORTNOY ADAM D. @ Tremont Mortgage Trust - 2018-04-25

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 Tremont Mortgage Trust [ TRMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TREMONT MORTGAGE TRUST, TWO NEWTON PL., 255 WASH. ST., STE. 300 3. Date of Earliest Transaction (MM/DD/YY) 04/25/2018 (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 04/25/2018 A 3,000 A 4,500 D Common Shares of Beneficial Interest 600,100 I See Footnote ( 2 )

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 Reporti ng Owner Name / Address Relationships Director 10% Owner Officer Other PORTNOY ADAM D. C/O TREMONT MORTGAGE TRUST TWO NEWTON PL., 255 WASH. ST., STE. 300 NEWTON, MA02458 X X Signatures /s/ Adam D. Portnoy 04/25/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Transaction reported is grant of shares pursuant to the Issuer's equity compensation plan. ( 2 )Shares are held by Tremont Realty Advisors LLC ("TRA"). TRA 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 a holder of shares of beneficial interest in, and the sole trustee of, ABP Trust. Mr. Portnoy is also the President, a beneficial owner and a director of TRA. ABP Trust, RMR Inc., RMR LLC and Mr. Portnoy may be deemed to beneficially own the shares owned directly by TRA. Mr. Portnoy disclaims beneficial ownership of the shares owned by TRA except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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