Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G/A
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Government Properties Income Trust
(Name of Issuer)
Common Shares of Beneficial Interest
(Title of Class of Securities)
38376A103
(CUSIP Number)
March 11, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 38376A103 |
13G/A |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group* (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 38376A103 |
13G/A |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group* (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 38376A103 |
13G/A |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group* (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 38376A103 |
13G/A |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group* (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 38376A103 |
13G/A |
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1. |
Names of Reporting Persons | |||||
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2. |
Check the Appropriate Box if a Member of a Group* (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
o | ||||
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3. |
SEC Use Only | |||||
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4. |
Citizenship or Place of Organization | |||||
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Number of |
5. |
Sole Voting Power | |||||
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6. |
Shared Voting Power | ||||||
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7. |
Sole Dispositive Power | ||||||
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8. |
Shared Dispositive Power | ||||||
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||||
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11. |
Percent of Class Represented by Amount in Row (9) | |||||
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12. |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. 38376A103 |
13G/A |
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Item 1(a). |
Name of Issuer: | ||
Item 1(b). |
Address of Issuers Principal Executive Offices: 255 Washington Street, Suite 300 Newton, MA 02458 | ||
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Item 2(a). |
Name of Person Filing: | ||
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This Statement is filed on behalf of each of the following persons (collectively, the Reporting Persons): | ||
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(1) CommonWealth REIT (CWH, and formerly known as HRPT Properties Trust) | ||
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(2) Reit Management & Research LLC (RMR) (the manager of CWH) | ||
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(3) Reit Management & Research Trust (RMR Trust) (the sole member of RMR) | ||
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(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) | ||
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(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:
Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458 | ||
Item 2(c). |
Citizenship:
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: | ||
CUSIP No. 38376A103 |
13G/A |
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Item 2(e). |
CUSIP Number: |
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: | ||
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Not applicable. | ||
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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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); |
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(j) |
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
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(k) |
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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. | |
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(a) |
Amount beneficially owned: |
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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 |
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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). | ||||
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Percent of class: | ||
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Each of CWH, RMR and RMR Trust beneficially owns 0% of the Issuers Common Shares of Beneficial Interest.
Each of Mr. Barry Portnoy and Mr. Adam Portnoy beneficially owns less than 1% of the Issuers Common Shares of Beneficial Interest. | ||||
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(c) |
Number of shares as to which such person has:
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(i) |
Sole power to vote or direct the vote: | |
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CWH: |
0 |
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RMR: |
0 |
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RMR Trust: |
0 |
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Barry M. Portnoy: |
30,785.802 |
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Adam D. Portnoy: |
33,363 |
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(ii) |
Shared power to vote or direct the vote: | |
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CWH: |
0 |
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RMR: |
0 |
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RMR Trust: |
0 |
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Barry M. Portnoy: |
0 |
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Adam D. Portnoy: |
0 |
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(iii) |
Sole power to dispose or to direct the disposition of: | |
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CWH: |
0 |
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RMR: |
0 |
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RMR Trust: |
0 |
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Barry M. Portnoy: |
30,785.802 |
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Adam D. Portnoy: |
33,363 |
CUSIP No. 38376A103 |
13G/A |
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(iv) |
Shared power to dispose or to direct the disposition of: | |
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CWH: |
0 |
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RMR: |
0 |
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RMR Trust: |
0 |
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Barry M. Portnoy: |
0 |
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Adam D. Portnoy: |
0 |
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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. |
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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. |
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Not applicable. |
Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable. |
Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |
Item 10. |
Certification. |
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Not applicable. |
CUSIP No. 38376A103 |
13G/A |
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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March 15, 2013 |
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(Date) |
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COMMONWEALTH REIT |
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/s/ John C. Popeo |
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(Signature) |
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John C. Popeo, Treasurer and Chief Financial Officer |
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(Name/Title) |
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REIT MANAGEMENT & RESEARCH LLC |
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/s/ Adam D. Portnoy |
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(Signature) |
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Adam D. Portnoy, President and Chief Executive Officer |
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(Name/Title) |
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REIT MANAGEMENT & RESEARCH TRUST |
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/s/ Adam D. Portnoy |
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(Signature) |
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Adam D. Portnoy, President and Chief Executive Officer |
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(Name/Title) |
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BARRY M. PORTNOY |
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/s/ Barry M. Portnoy |
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(Signature) |
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ADAM D. PORTNOY |
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/s/ Adam D. Portnoy |
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(Signature) |
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP No. 38376A103 |
13G/A |
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EXHIBIT INDEX
Exhibit |
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Description |
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99(a) |
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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.* |
*Included as an exhibit to the Schedule 13G filed January 26, 2010.