Portnoy Barry M. Form 3 Tremont Mortgage Trust / BARRY M. PORTNOY ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

PORTNOY BARRY M.

(Last) (First) (Middle)

C/O TREMONT MORTGAGE TRUST TWO NEWTON

PLACE 255 WASHINGTON STREET SUITE 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2017

3. Issuer Name and Ticker or Trading Symbol
Tremont Mortgage Trust [ TRMT ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares of Beneficial Interest	100(1)	I	BY LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

PORTNOY BARRY M.

(Last) (First) (Middle)

C/O TREMONT MORTGAGE TRUST TWO NEWTON

PLACE 255 WASHINGTON STREET SUITE 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABP Trust

(Last) (First) (Middle)

C/O TREMONT MORTGAGE TRUST TWO NEWTON

PLACE 255 WASHINGTON STREET SUITE 300

(Street)

NEWTON MA 02458

(City) (State) (Zip)

Explanation of Responses:

1. Shares are held directly by Tremont Realty Advisors LLC ("TRA"). TRA is a direct wholly owned subsidiary of The RMR Group LLC ("RMR LLC"), which is a direct majority owned operating subsidiary of The RMR Group Inc. ("RMR INC"), of which Mr. Portnoy is a managing director and controlling shareholder through ABP Trust. Mr. Portnoy is holder of a majority of the shares of beneficial interest in, and a trustee of, ABP Trust. Mr. Portnoy is also a beneficial owner and director of TRA. ABP Trust, RMR INC, RMR LLC and Mr. Portnoy may be deemed to beneficially own the shares owned directly by TRA. Each of ABP Trust and Mr. Portnoy disclaims beneficial interest of the shares owned by TRA except to the extent of its or his pecuniary interest therein.

	/s/ Barry M. Portnoy	09/13/2017
	/s/ Adam D. Portnoy, President, on behalf of ABP Trust.	09/13/2017
	** 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 5 (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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