Portnoy Barry M. Form 4 Select Income REIT / BARRY M PORTNOY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PORTNOY BARRY M

(Last) (First) (Middle)

C/O REIT MANAGEMENT & RESEARCH LLC

TWO NEWTON PL., 255 WASH. ST., STE. 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Select Income REIT [ NYSE: SIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares of Beneficial Interest	05/24/2016		A		2,500	A	(1)	128,206.271(2)	D
Common Shares of Beneficial Interest								816,143.9	I	See footnotes(3)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

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

2. Includes 5,818.584 shares acquired under the Select Income REIT Dividend Reinvestment Plan.

3. Represents the pecuniary interest of Mr. Portnoy in Common Shares owned by ABP Trust. Mr. Portnoy is an owner and trustee of ABP Trust.

4. ABP Trust may, under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), be deemed to beneficially own 24,918,421 Common Shares of the Issuer that are owned by Government Properties Income Trust ("GOV"), and therefore due to his relationships with ABP Trust and The RMR Group LLC, Mr. Portnoy may be considered a beneficial owner of a portion of such Common Shares, constituting more than ten percent of the Common Shares of the Issuer under Rule 16a-1(a)(1) under the Exchange Act, but Mr. Portnoy disclaims such beneficial ownership of the Common Shares owned by GOV.

	/s/ Barry M. Portnoy	05/24/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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