SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SELECT INCOME REIT
(Name of Issuer)
Common Shares of Beneficial Interest, $0.01 par value
(Title of Class of Securities)
81618T-100
(CUSIP Number)
Adam D. Portnoy
Reit Management & Research LLC
Two Newton Place, 255 Washington Street, Suite 300
Newton, MA 02458
(617) 796-8390
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 23, 2014
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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)
SCHEDULE 13D/A
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1 |
NAMES OF REPORTING PERSONS
Reit Management & Research LLC | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o | ||
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
N/A | ||
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | |
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8 |
SHARED VOTING POWER
43,776 | ||
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9 |
SOLE DISPOSITIVE POWER
0 | ||
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10 |
SHARED DISPOSITIVE POWER
43,776 | ||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,776 | ||
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ]
(See Instructions) | ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | ||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
OO | ||
SCHEDULE 13D/A
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1 |
NAMES OF REPORTING PERSONS
Reit Management & Research Trust | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o | ||
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3 |
SEC USE ONLY
| ||
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4 |
SOURCE OF FUNDS (See Instructions)
N/A | ||
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
| ||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 | |
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8 |
SHARED VOTING POWER
43,776 | ||
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9 |
SOLE DISPOSITIVE POWER
0 | ||
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10 |
SHARED DISPOSITIVE POWER
43,776 | ||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,776 | ||
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ]
(See Instructions) | ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | ||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
OO | ||
SCHEDULE 13D/A
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1 |
NAMES OF REPORTING PERSONS
Barry M. Portnoy | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o | ||
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3 |
SEC USE ONLY
| ||
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4 |
SOURCE OF FUNDS (See Instructions)
N/A | ||
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
| ||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
6,812.097 | |
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8 |
SHARED VOTING POWER
43,776 | ||
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9 |
SOLE DISPOSITIVE POWER
6,812.097 | ||
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10 |
SHARED DISPOSITIVE POWER
43,776 | ||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,588.097 | ||
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ]
(See Instructions) | ||
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | ||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
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1 |
NAMES OF REPORTING PERSONS
Adam D. Portnoy | ||
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o | ||
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3 |
SEC USE ONLY
| ||
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4 |
SOURCE OF FUNDS (See Instructions)
N/A | ||
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
| ||
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
6,500 | |
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8 |
SHARED VOTING POWER
43,776 | ||
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9 |
SOLE DISPOSITIVE POWER
6,500 | ||
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10 |
SHARED DISPOSITIVE POWER
43,776 | ||
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,276 | ||
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ]
(See Instructions) | ||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% | ||
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14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
SCHEDULE 13D/A
On May 23, 2014, Reit Management & Research LLC, a Delaware limited liability company, Reit Management & Research Trust, a Massachusetts business trust, Barry M. Portnoy and Adam D. Portnoy (collectively, the “Reporting Persons”) filed Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D they originally filed on September 21, 2012 with respect to the common shares of beneficial interest, $0.01 par value per share (the “Shares”), of Select Income REIT, a Maryland real estate investment trust (the “Issuer”). As set forth therein, Amendment No. 4 was filed to report that the Reporting Persons no longer may be deemed to beneficially own 5% or more of the Shares. The Reporting Persons hereby file this Amendment No. 5 solely to correct Item 5(e) of the Schedule 13D to state in such Item the date on which the Reporting Persons no longer may be deemed to beneficially own 5% or more of the Shares. This Amendment No. 5, together with Amendment No. 4, constitutes the final amendment to the Reporting Persons’ Schedule 13D and an exit filing for the Reporting Persons.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(e) of “Item 5. Interest in Securities of the Issuer” of Amendment No. 4 is hereby amended and restated in its entirety with respect to the Reporting Persons as follows:
(e) As of May 23, 2014, the Reporting Persons no longer may be deemed to beneficially own 5% or more of the Shares.
SCHEDULE 13D/A
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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May 30, 2014 | |
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(Date) | |
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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)