| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 1
)*
|
Office Properties Income Trust (Name of Issuer) |
Common Shares of Beneficial Interest (Title of Class of Securities) |
67623C109 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 67623C109 |
| 1 | Names of Reporting Persons D. E. Shaw & Co., L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,965,620.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.68 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, PN |
SCHEDULE 13G |
| CUSIP No. | 67623C109 |
| 1 | Names of Reporting Persons D. E. Shaw & Co., L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,466,613.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.96 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Subsequent to our most recent filing for this Issuer dated December 18, 2024, D. E. Shaw & Co., L.L.C. ceased to be the beneficial owner of more than 5 percent of the class of securities. Accordingly, Item 5 has been checked in respect of D. E. Shaw & Co., L.L.C.
SCHEDULE 13G |
| CUSIP No. | 67623C109 |
| 1 | Names of Reporting Persons David E. Shaw | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,965,620.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.68 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Office Properties Income Trust | |
| (b) | Address of issuer's principal executive
offices: Two Newton Place, 255 Washington Street, Suite 300, Newton, MA 02458-1634 | |
| Item 2. | ||
| (a) | Name of person filing: D. E. Shaw & Co., L.P.
D. E. Shaw & Co., L.L.C.
David E. Shaw | |
| (b) | Address or principal business office or, if
none, residence: The business address for each reporting person is:
Two Manhattan West
375 Ninth Avenue, 52nd Floor
New York, NY 10001 | |
| (c) | Citizenship: D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America. | |
| (d) | Title of class of securities: Common Shares of Beneficial Interest | |
| (e) | CUSIP No.: 67623C109 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: D. E. Shaw & Co., L.P.: 3,965,620 shares
This is composed of (i) 2,523,141 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C., (ii) 662,143 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iii) 212,791 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 65,638 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (v) 501,907 shares under the management of D. E. Shaw Investment Management, L.L.C.
D. E. Shaw & Co., L.L.C.: 3,466,613 shares
This is composed of (i) 2,523,141 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C., (ii) 662,143 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iii) 212,791 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 65,638 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (v) 2,900 shares in the name of D. E. Shaw Investment Management Special Investment Fund, L.L.C.
David E. Shaw: 3,965,620 shares
This is composed of (i) 2,523,141 shares in the name of D. E. Shaw Galvanic Portfolios, L.L.C., (ii) 662,143 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (iii) 212,791 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C., (iv) 65,638 shares in the name of D. E. Shaw Composite Portfolios, L.L.C., and (v) 501,907 shares under the management of D. E. Shaw Investment Management, L.L.C.
David E. Shaw does not own any shares directly. By virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., and D. E. Shaw Composite Portfolios, L.L.C. and the managing member of (i) D. E. Shaw Investment Management, L.L.C., which in turn is the investment adviser of D. E. Shaw Investment Management Special Investment Fund, L.L.C., and (ii) D. E. Shaw Adviser II, L.L.C., which in turn is the investment adviser of D. E. Shaw Galvanic Portfolios, L.L.C., and by virtue of David E. Shaw's position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw Oculus Portfolios, L.L.C., D. E. Shaw Composite Portfolios, L.L.C., and D. E. Shaw Investment Management Special Investment Fund, L.L.C. and the managing member of D. E. Shaw Manager II, L.L.C., which in turn is the manager of D. E. Shaw Galvanic Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of 3,947,320 shares and the shared power to dispose or direct the disposition of 3,965,620 shares, the 3,965,620 shares as described above constituting 5.68% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 3,965,620 shares. | |
| (b) | Percent of class: D. E. Shaw & Co., L.P.: 5.68%
D. E. Shaw & Co., L.L.C.: 4.96%
David E. Shaw: 5.68% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: D. E. Shaw & Co., L.P.: 0 shares
D. E. Shaw & Co., L.L.C.: 0 shares
David E. Shaw: 0 shares | ||
| (ii) Shared power to vote or to direct the
vote: D. E. Shaw & Co., L.P.: 3,947,320 shares
D. E. Shaw & Co., L.L.C.: 3,466,613 shares
David E. Shaw: 3,947,320 shares | ||
| (iii) Sole power to dispose or to direct the
disposition of: D. E. Shaw & Co., L.P.: 0 shares
D. E. Shaw & Co., L.L.C.: 0 shares
David E. Shaw: 0 shares | ||
| (iv) Shared power to dispose or to direct the
disposition of: D. E. Shaw & Co., L.P.: 3,965,620 shares
D. E. Shaw & Co., L.L.C.: 3,466,613 shares
David E. Shaw: 3,965,620 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 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. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
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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Comments accompanying signature:
Exhibit 1: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit 2: Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated August 1, 2024.
Exhibit
Information |
Exhibit 3: Joint Filing Agreement, by and among the Reporting Persons, dated February 14, 2025. |