Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 74967R 106

Page 2 of 7 Pages

1

Names of Reporting Persons
ABP Trust

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Maryland

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
1,090,564

7

Sole Dispositive Power
0

8

Shared Dispositive Power
1,090,564

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,090,564

10

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  x(See Instructions)

11

Percent of Class Represented by Amount in Row (9)
6.8%

12

Type of Reporting Person (See Instructions)
OO

CUSIP No. 74967R 106

Page 3 of 7 Pages

1

Names of Reporting Persons
Barry M. Portnoy

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
29,931

6

Shared Voting Power
1,090,564

7

Sole Dispositive Power
29,931

8

Shared Dispositive Power
1,090,564

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,120,495

10

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  x(See Instructions)

11

Percent of Class Represented by Amount in Row (9)
7.0%

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 74967R 106

Page 4 of 7 Pages

1

Names of Reporting Persons
Adam D. Portnoy

2

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
20,438

6

Shared Voting Power
1,090,564

7

Sole Dispositive Power
20,438

8

Shared Dispositive Power
1,090,564

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,111,002

10

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  x(See Instructions)

11

Percent of Class Represented by Amount in Row (9)
6.9%

12

Type of Reporting Person (See Instructions)
IN

CUSIP No. 74967R 106

Page 5 of 7 Pages

Item 1(a).

Name of Issuer:
The RMR Group Inc. (the Issuer).

Item 1(b).

Address of Issuers Principal Executive Offices:
Two Newton Place

255 Washington Street

Suite 300

Newton, Massachusetts 02458-1634

Item 2(a).

Name of Person Filing:
This Schedule 13G/A is being filed jointly by ABP Trust, Adam D. Portnoy and Barry M. Portnoy (collectively, the Reporting Persons).  The Joint Filing Agreement pursuant to which this Schedule 13G/A is filed is attached hereto as Exhibit 99.1.

Item 2(b).

Address or Principal Business Office or, if none, Residence:
The principal business office of each Reporting Person is Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458.

Item 2(c).

Citizenship:
ABP Trust is a Maryland statutory trust.  Each of Adam D. Portnoy and Barry M. Portnoy is a United States citizen.

Item 2(d).

Title of Class of Securities:
The class of securities to which this Schedule 13G/A relates is the shares of Class A Common Stock, par value $0.001 per share, of the Issuer (the Class A Common Shares).

Item 2(e).

CUSIP No.:
The CUSIP number for the Class A Common Shares is 74967R 106.

Item 3.

If this statement is filed pursuant to rule 13d-1(b), or rule 13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act;

(b)

o

Bank as defined in section 3(a)(6) of the Act;

(c)

o

Insurance company as defined in section 3(a)(19) of the Act;

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940;

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with rule 13d-1(b)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

o

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;

(j)

o

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); or

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

CUSIP No. 74967R 106

Page 6 of 7 Pages

Item 4.

Ownership.

(a)

Amount beneficially owned:   

(i)    ABP Trust is the direct record and beneficial owner of 90,564 Class A Common Shares and 1,000,000 shares of Class B-1 Common Stock of the Company (the Class B-1 Common Shares).  Each Class B-1 Common Share is convertible at ABP Trusts option into one Class A Common Share. The number of Class A Common Shares beneficially owned by ABP Trust is 1,090,564.

(ii)   Voting and investment power with respect to the Shares (as defined below) owned by ABP Trust may be deemed to be shared by Barry M. Portnoy as Chairman, holder of the majority of the shares of beneficial interest in, and a trustee, of ABP Trust.  Barry M. Portnoy is the direct record and beneficial owner of 29,931 Class A Common Shares. The number of Class A Common Shares beneficially owned by Barry M. Portnoy is 1,120,495.

(iii)  Voting and investment power with respect to the Shares owned by ABP Trust may be deemed to be shared by Adam D. Portnoy as the President, a holder of shares of beneficial interest in, and a trustee, of ABP Trust.  Adam D. Portnoy is the direct record and beneficial owner of 20,438 Class A Common Shares. The number of Class A Common Shares beneficially owned by Adam D. Portnoy is 1,111,002.

(b)

Percent of class:   

(i)    The 1,090,564 Class A Common Shares beneficially owned by ABP Trust represent approximately 6.8% of the Class A Common Shares outstanding as of December 31, 2016.

(ii)   The 1,120,495 Class A Common Shares beneficially owned by Barry M. Portnoy represent approximately 7.0% of the Class A Common Shares outstanding as of December 31, 2016.

(iii)  The 1,111,002 Class A Common Shares beneficially owned by Adam D. Portnoy represent approximately 6.9% of the Class A Common Shares outstanding as of December 31, 2016.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote:   

ABP Trust:                                                                                             0

Barry M. Portnoy:                                             29,931

Adam D. Portnoy:                                             20,438

(ii)

Shared power to vote or direct the vote:    

ABP Trust:                                                                                   1,090,564

Barry M. Portnoy:                                             1,090,564

Adam D. Portnoy:                                             1,090,564

(iii)

Sole power to dispose or to direct the disposition of:   

ABP Trust:                                                                                            0

Barry M. Portnoy:                                             29,931

Adam D. Portnoy:                                             20,438

(iv)

Shared power to dispose or to direct the disposition of:   

ABP Trust:                                                                                   1,090,564

Barry M. Portnoy:                                             1,090,564

Adam D. Portnoy:                                             1,090,564

The numbers and percentages of Class A Common Shares reported as beneficially owned in this Schedule 13G/A:

(a)   are based on 15,082,432 Class A Common Shares outstanding as of December 31, 2016;

(b)   include and are diluted for the 1,000,000 Class A Common Shares issuable upon the conversion of the 1,000,000 Class B-1 Common Shares outstanding as of December 31, 2016. All of these Class B-1 Common Shares are owned of record and beneficially by ABP Trust and beneficially owned by Adam D. Portnoy and Barry M. Portnoy; and

(c)   exclude and are not diluted for the 15,000,000 Class A Common Shares which may be issued upon redemption of the 15,000,000 class A membership units of The RMR Group LLC, a Maryland limited liability company, of which the Issuer is the managing member (RMR LLC).  The Issuer may elect, at its option, to pay cash in lieu of Class A Common Shares for all or any redeemed RMR LLC class A membership units.  These 15,000,000 RMR LLC class A membership units are owned of record and beneficially by ABP Trust and beneficially owned by Adam D. Portnoy and Barry M. Portnoy. These 15,000,000 RMR LLC class A membership units are paired with an equal number of shares of the Class B-2 Common Stock of the Issuer (Class B-2 Common Shares, and together with the Class B-1 Common Shares and the Class A Common Shares, the Shares).

Each Class A Common Share is entitled to one vote, each Class B-1 Common Share is entitled to ten votes and each Class B-2 Common Share is entitled to ten votes.  As of December 31, 2016, ABP Trust and Adam D. Portnoy and Barry M. Portnoy together held Shares representing 91.5% of the combined voting power of the outstanding Shares.

Four Maryland real estate investment trusts managed by RMR LLC (the Managed REITs) and of which Adam D. Portnoy and Barry M. Portnoy are managing trustees also own, in the aggregate, 7,942,246 Class A Common Shares.  Adam D. Portnoy, Barry M. Portnoy and RMR LLC may not act to vote or sell the Class A Common Shares owned by a Managed REIT without the authorization of the board of trustees of the Managed REIT.  Each Managed REIT has a board comprised of five trustees. As a result, Adam D. Portnoy and Barry M. Portnoy have determined that they do not beneficially own the Class A Common Shares beneficially owned by the Managed REITs and therefore the Class A Common Shares owned by the Managed REITs are not included in the numbers and percentages of Class A Common Shares reported as beneficially owned by Adam D. Portnoy and Barry M. Portnoy in this Schedule 13G/A.

CUSIP No. 74967R 106

Page 7 of 7 Pages

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More than Five 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.

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.

Not applicable.

February 1, 2017

(Date)

ABP TRUST

/s/ Adam D. Portnoy

(Signature)

Adam D. Portnoy, President

(Name/Title)

ADAM D. PORTNOY

/s/ Adam D. Portnoy

(Signature)

BARRY M. PORTNOY

/s/ Barry M. Portnoy

(Signature)

ATTENTION.

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Exhibit
No.

Description

99.1

Joint Filing Agreement, dated as of February 1, 2017, by and among ABP Trust, Adam D. Portnoy and Barry M. Portnoy. (Filed herewith)