Portnoy Adam Form 4 Seven Hills Realty Trust / ADAM D. PORTNOY ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PORTNOY ADAM D.

(Last)

(First)

(Middle)

TWO NEWTON PLACE,

255 WASHINGTON STREET SUITE 300

(Street)

NEWTON

02458

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Seven Hills Realty Trust [ SEVN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares of Beneficial Interest	09/17/2024		F⁽¹⁾		805	D	$13.83	199,836	D
Common Shares of Beneficial Interest								1,812,885	I	See Footnote⁽²⁾⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Payment of tax liability by withholding securities incident to the vesting of the security issued in accordance with Rule 16b-3.

2. 104,827 Common Shares are held by ABP Trust, which includes 2,664 Common Shares acquired under the Issuer's dividend reinvestment plan since May 30, 2024. Mr. Portnoy is a holder of shares of beneficial interest in, and the sole trustee of, ABP Trust. Mr. Portnoy may be deemed to be a beneficial owner of the Common Shares owned directly by ABP Trust, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

3. 1,708,058 Common Shares are held by Tremont Realty Capital LLC ("TRC"). TRC 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 also a beneficial owner and a director of TRC, RMR LLC and RMR Inc. and Mr. Portnoy may be deemed to beneficially own the Common Shares owned directly by TRC, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

	/s/ Adam D. Portnoy	09/19/2024
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Portnoy Adam Form 4Seven Hills Realty Trust / ADAM D. PORTNOY ownership change