Director Portnoy Adam D. exercised 1,021,964 in-the-money units of Common Shares of Beneficial Interest at a strike of $8.65, increasing direct ownership by 50% to 329,009 units (SEC Form 4)
$SEVN
Real Estate Investment Trusts
Real Estate
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Seven Hills Realty Trust [ SEVN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/04/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Shares of Beneficial Interest | 12/04/2025 | X | 109,669(1) | A | $8.65 | 329,009 | D | |||
| Common Shares of Beneficial Interest | 12/04/2025 | X | 58,266(1) | A | $8.65 | 178,488 | I | See Footnote(2) | ||
| Common Shares of Beneficial Interest | 12/04/2025 | X | 854,029(1) | A | $8.65 | 2,562,087 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Right (Right to Buy) | $8.65 | 12/04/2025 | X | 219,340 | 11/10/2025 | 12/04/2025 | Common Shares | 109,669(1) | $0 | 0 | D | ||||
| Subscription Right (Right to Buy) | $8.65 | 12/04/2025 | X | 116,531 | 11/10/2025 | 12/04/2025 | Common Shares | 58,266(1) | $0 | 0 | I | See Footnote(2) | |||
| Subscription Right (Right to Buy) | $8.65 | 12/04/2025 | X | 1,708,058 | 11/10/2025 | 12/04/2025 | Common Shares | 854,029(1) | $0 | 0 | I | See Footnote(3) | |||
| Explanation of Responses: |
| 1. On October 30, 2025, Seven Hills Realty Trust (the "Company") announced the terms of a pro rata offering of transferable subscription rights (the "Rights") to holders of the Company's common shares as of the record date of November 10, 2025 ("Record Date Shareholders"), entitling the holders of such Rights to subscribe for up to an aggregate of 7,532,861 of the Company's common shares (the "Rights Offering"). Record Date Shareholders received one Right for each outstanding common share they owned on the record date. The Rights entitled the Record Date Shareholders to purchase one new common share for every two Rights held. The Rights Offering expired on December 4, 2025. |
| 2. 178,488 common shares are held by ABP Trust, which includes common shares acquired under a dividend reinvestment plan. 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. 2,562,087 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 | 12/08/2025 | |
| ** 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. | ||