RMR GROUP INC. — Director's Dealing 2015

Nov 16, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: RMR Group Inc. (NASDAQ:RMR)
CIK: 0001644378
Period of Report: 2015-11-16

Reporting Person: PORTNOY BARRY M (Director, Managing Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B-1 Common Stock of Issuer, par value $0.001 per share	$		Class A Common Stock of Issuer, par value $0.001 per share (550000)		Indirect
Class A Membership Units of The RMR Group LLC	$		Class A Common Stock of Issuer, par value $0.001 per share (8250000)		Indirect

Footnotes

F1: Each share of Class B-1 Common Stock of the Issuer is convertible into one share of Class A Common Stock of the Issuer at the option of Reit Management & Research Trust ("RMR Trust").

F2: Represents the pecuniary interest of Mr. Portnoy in the shares beneficially owned by RMR Trust.

F3: Held by RMR Trust, of which Mr. Portnoy is the Chairman, majority beneficial owner and a trustee.

F4: Each Class A Membership Unit of The RMR Group LLC held by RMR Trust is redeemable at the option of the holder for one share of Class A Common Stock of the Issuer and is paired with one share of non-economic, voting Class B-2 Common Stock of the Issuer, which share of Class B-2 Common Stock will be automatically redeemed by the Issuer for no consideration upon the redemption of a Class A Membership Unit of The RMR Group LLC. At the Issuer's option, it may elect to pay cash instead of Class A Common Stock of the Issuer for some or all of such redeemed Class A Membership Units.