Seven Hills Realty Trust — Director's Dealing 2021

Oct 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Seven Hills Realty Trust (NASDAQSEVN)
CIK: 0001452477
Period of Report: 2021-09-30

Reporting Person: PORTNOY ADAM D. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-30	Common Shares of Beneficial Interest	A	6966	—	Acquired	172426	Direct
2021-09-30	Common Shares of Beneficial Interest	A	825651	—	Acquired	902821	Indirect
2021-10-01	Common Shares of Beneficial Interest	A	3000	—	Acquired	175426	Direct

Footnotes

F1: Acquired pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 26, 2021, by and between the Issuer (f/k/a RMR Mortgage Trust) and Tremont Mortgage Trust ("TRMT") in exchange for 13,500 TRMT common shares of beneficial interest having a market value of $5.22 per share on the effective date of the merger of TRMT with and into the Issuer, based on the closing price of TRMT's common shares of beneficial interest on such effective date.

F2: Acquired pursuant to the Merger Agreement in exchange for 1,600,100 TRMT common shares of beneficial interest having a market value of $5.22 per share on the effective date of the merger of TRMT with and into the Issuer, based on the closing price of TRMT's common shares of beneficial interest on such effective date.

F3: 77,170 shares are held by ABP Trust, which includes 2,087 shares acquired under the Issuer's dividend reinvestment plan since July 20, 2021. 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 shares owned directly by ABP Trust, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein. 825,651 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.

F4: Mr. Portnoy is also a beneficial owner and a director of TRC. ABP Trust, RMR Inc., RMR LLC and Mr. Portnoy may be deemed to beneficially own the shares owned directly by TRC, but Mr. Portnoy disclaims such beneficial ownership except to the extent of his pecuniary interest therein.

F5: Transaction reported is grant of shares pursuant to the Issuer's equity compensation plan.