Sec Form 13G Filing - Equity Commonwealth (EQC) filing for OFFICE PPTYS INCOME TR COM SHS (OPI) - 2013-03-18

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 38376A103

13G/A

1.

Names of Reporting Persons
CommonWealth REIT

2.

Check the Appropriate Box if a Member of a Group* (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Maryland

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 38376A103

13G/A

1.

Names of Reporting Persons
Reit Management & Research LLC

2.

Check the Appropriate Box if a Member of a Group* (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 38376A103

13G/A

1.

Names of Reporting Persons
Reit Management & Research Trust

2.

Check the Appropriate Box if a Member of a Group* (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Massachusetts

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
0

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
OO

CUSIP No. 38376A103

13G/A

1.

Names of Reporting Persons
Barry M. Portnoy

2.

Check the Appropriate Box if a Member of a Group* (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
30,785.802

6.

Shared Voting Power
0

7.

Sole Dispositive Power
30,785.802

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
30,785.802

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Less than 1%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 38376A103

13G/A

1.

Names of Reporting Persons
Adam D. Portnoy

2.

Check the Appropriate Box if a Member of a Group* (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
33,363

6.

Shared Voting Power
0

7.

Sole Dispositive Power
33,363

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
33,363

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
Less than 1%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 38376A103

13G/A

Item 1(a).

Name of Issuer:
Government Properties Income Trust

Item 1(b).

Address of Issuer’s Principal Executive Offices:
Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458

Item 2(a).

Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(1)                   CommonWealth REIT (“CWH”, and formerly known as HRPT Properties Trust)

(2)                   Reit Management & Research LLC (“RMR”) (the manager of CWH)

(3)                   Reit Management & Research Trust (“RMR Trust”) (the sole member of RMR)

(4)                   Barry M. Portnoy (a managing trustee of the Issuer, a managing trustee of CWH, the Chairman and a director of RMR, and the Chairman, majority beneficial owner and a trustee of RMR Trust)

(5)                   Adam D. Portnoy (a managing trustee of the Issuer, a managing trustee and President of CWH, the President and Chief Executive Officer and a director of RMR, and the President and Chief Executive Officer, a beneficial owner and a trustee of RMR Trust)

Item 2(b).

Address of Principal Offices or, if none, Residence:
The address of each Reporting Person is:

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458

Item 2(c).

Citizenship:
CWH is a Maryland real estate investment trust.

RMR is a Delaware limited liability company.

RMR Trust is a Massachusetts business trust.

Barry M. Portnoy is a United States citizen.

Adam D. Portnoy is a United States citizen.

Item 2(d).

Title of Class of Securities:
Common shares of beneficial interest, $.01 par value per share

CUSIP No. 38376A103

13G/A

Item 2(e).

CUSIP Number:
38376A103

Item 3.

If the Statement is being filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the filing person is a:

Not applicable.

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership.

(a)

Amount beneficially owned:

CWH beneficially owns 0 Common Shares of Beneficial Interest of the Issuer.

RMR beneficially owns 0 Common Shares of Beneficial Interest of the Issuer.

RMR Trust beneficially owns 0 Common Shares of Beneficial Interest of the Issuer.

Mr. Barry Portnoy beneficially owns 30,785.802 Common Shares of Beneficial Interest of the Issuer.

CUSIP No. 38376A103

13G/A

Mr. Adam Portnoy beneficially owns 33,363 Common Shares of Beneficial Interest of the Issuer (of which 2,800 are subject to vesting requirements and will become fully vested, subject to the lapse of certain contingencies, annually through 2014).

(b)

Percent of class:

Each of CWH, RMR and RMR Trust beneficially owns 0% of the Issuer’s Common Shares of Beneficial Interest.

Each of Mr. Barry Portnoy and Mr. Adam Portnoy beneficially owns less than 1% of the Issuer’s Common Shares of Beneficial Interest.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote:

CWH:

0

RMR:

0

RMR Trust:

0

Barry M. Portnoy:

30,785.802

Adam D. Portnoy:

33,363

(ii)

Shared power to vote or direct the vote:

CWH:

0

RMR:

0

RMR Trust:

0

Barry M. Portnoy:

0

Adam D. Portnoy:

0

(iii)

Sole power to dispose or to direct the disposition of:

CWH:

0

RMR:

0

RMR Trust:

0

Barry M. Portnoy:

30,785.802

Adam D. Portnoy:

33,363

CUSIP No. 38376A103

13G/A

(iv)

Shared power to dispose or to direct the disposition of:

CWH:

0

RMR:

0

RMR Trust:

0

Barry M. Portnoy:

0

Adam D. Portnoy:

0

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   x.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

CUSIP No. 38376A103

13G/A

March 15, 2013

(Date)

COMMONWEALTH REIT

/s/ John C. Popeo

(Signature)

John C. Popeo, Treasurer and Chief Financial Officer

(Name/Title)

REIT MANAGEMENT & RESEARCH LLC

/s/ Adam D. Portnoy

(Signature)

Adam D. Portnoy, President and Chief Executive Officer

(Name/Title)

REIT MANAGEMENT & RESEARCH TRUST

/s/ Adam D. Portnoy

(Signature)

Adam D. Portnoy, President and Chief Executive Officer

(Name/Title)

BARRY M. PORTNOY

/s/ Barry M. Portnoy

(Signature)

ADAM D. PORTNOY

/s/ Adam D. Portnoy

(Signature)

CUSIP No. 38376A103

13G/A

Exhibit

Description

99(a)

Joint Filing Agreement, dated as of January 26, 2010, by and among HRPT Properties Trust (now known as CommonWealth REIT), Reit Management & Research LLC, Reit Management & Research Trust, Barry M. Portnoy and Adam D. Portnoy.*