Seven Hills Realty Trust (Form: S-8 POS, Received: 12/23/2021 06:01:42)

As filed with the Securities and Exchange Commission on December 22, 2021

Registration No. 333-256530

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

SEVEN HILLS REALTY TRUST

(Exact Name of Registrant as Specified in its Charter)

Maryland

(State or Other Jurisdiction of

Incorporation or Organization)

20-4649929

(IRS Employer

Identification No.)

Two Newton Place, 255 Washington Street, Suite 300

Newton, Massachusetts 02458-1634

(Address of Principal Executive Offices) (Zip Code)

Amended and Restated Seven Hills Realty Trust

2021 Equity Compensation Plan

(Full Title of the Plan)

G. Douglas Lanois

Chief Financial Officer and Treasurer

Seven Hills Realty Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458-1634

(617) 332-9530

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Faiz Ahmad, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

920 North King Street

Wilmington, Delaware 19801

(302) 651-3000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to Registration Statement No. 333-256530 (the “Registration Statement”) does not reflect any increase in the number of shares issuable pursuant to the Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan (the “Plan”). This Amendment is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the “Securities Act”), by Seven Hills Realty Trust, a Maryland real estate investment trust (formerly known as RMR Mortgage Trust, and referred to herein as the “MD REIT” or the “Registrant”), as the successor registrant to Seven Hills Realty Trust, a Maryland statutory trust. Effective at 4:01 p.m. (Eastern Time) on December 22, 2021 (the “Effective Time”), the MD REIT converted from a Maryland statutory trust to a Maryland real estate investment trust (the “Conversion”).

The Registrant expressly adopts the Registration Statement, as modified by this Amendment, as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

For the purposes of this Amendment and the Registration Statement, as of any time prior to the Conversion, references to “Registrant,” “Company,” “we,” “us,” “our” and similar terms mean Seven Hills Realty Trust, the Maryland statutory trust, and its consolidated subsidiaries and, as of any time at and after the Conversion, Seven Hills Realty Trust, the Maryland real estate investment trust, and its consolidated subsidiaries.

The prospectus contained in the Registration Statement incorporates by reference all documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial filing of the Registration Statement and will incorporate by reference all documents filed by the Registrant under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act following the date of this Amendment. The prospectus contained in the Registration Statement, as well as all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the effective time of the Conversion and incorporated by reference in the Registration Statement, will not reflect the change in our name, type of legal entity or capital stock, among other things. With respect to such information, or any other information contained or incorporated by reference in the Registration Statement that is modified by information subsequently incorporated by reference in the Registration Statement, the statement or information previously contained or incorporated in the Registration Statement shall also be deemed modified or superseded in the same manner.

The rights of holders of the Registrant’s Common Shares are now governed by the Registrant’s Declaration of Trust, the Registrant’s Bylaws and the Maryland General Corporation Law, each of which is described in Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A.

The Registration Statement shall remain unchanged in all other respects. Accordingly, this Amendment consists only of this explanatory note and revised versions of the following parts of the Form S-8: Part I, Part II, the signatures, the exhibit index and the exhibits filed in connection with this Amendment.

PART I

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.

Plan Information*

Item 2.

Registrant Information and Employee Plan Annual Information*

All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement on Form S-8 (this “Registration Statement”) in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Securities and Exchange Commission (the “Commission”):

(a) The Registrant’s Final Prospectus filed with the Commission on July 26, 2021 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-4, as amended (File No. 333-259951), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed and the unaudited financial statements for the Registrant’s fiscal quarter ending March 31, 2021.

(b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended for the quarter ended September 30, 2021, dated November 2, 2021; for the quarter ended June 30, 2021, dated August 3, 2021; and for the quarter ended March 31, 2021, dated May 7, 2021;

(c) The Registrant’s Current Reports on Form 8-K, filed with the SEC on October 4, 2021, September 20, 2021, September 7, 2021, August 27, 2021, May 28, 2021, April 27, 2021, March 24, 2021, February 22, 2021 and January 6, 2021; and

(d) The description of the common shares, par value $0.001 per share, of the Registrant contained in Amendment No. 1 to the Registrant's Registration Statement on Form 8-A, dated December 22, 2021.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Maryland law applicable to real estate investment trusts (the “Maryland REIT Law”), permits a real estate investment trust (“REIT”), formed under Maryland law to include in its declaration of trust a provision limiting the liability of its trustees and officers to the REIT and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated. The Registrant’s declaration of trust contains a provision which eliminates the liability of the members of the Registrant’s board of trustees (collectively, the “Board of Trustees” and each, a “Trustee”) and officers to the maximum extent permitted by the Maryland REIT Law.

The Maryland REIT Law also permits a Maryland REIT to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent permitted by the Maryland General Corporation Law, (the “MGCL”), for directors and officers of Maryland corporations. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those capacities. However, a Maryland corporation is not permitted to provide this type of indemnification if the following is established:

	·	the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;

	·	the director or officer actually received an improper personal benefit in money, property or services; or

	·	in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

Under Maryland law, a Maryland corporation may not indemnify a director or officer in a suit by the corporation or in its right in which the director or officer was adjudged liable to the corporation or in a suit in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses. The MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of the following:

a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

a written undertaking by him or her, or on his or her behalf, to repay the amount paid or reimbursed by the corporation if it is ultimately determined that this standard of conduct was not met.

The Registrant’s declaration of trust requires the Registrant to indemnify, to the maximum extent permitted by Maryland law in effect from time to time, any present or former Trustee or officer of the Registrant, and any individual who, while a present or former Trustee or officer of the Registrant and, at the Registrant’s request, serves or has served as a trustee, director, officer, partner, manager, employee or agent of another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her present or former service in that capacity. Except with respect to proceedings to enforce rights to indemnification, the Registrant is required to indemnify a Trustee or officer as described in this paragraph in connection with a proceeding initiated by him or her against the Registrant only if such proceeding was authorized by the Board of Trustees. Under the Registrant’s declaration of trust, the Registrant is also required to advance expenses to a Trustee or officer, without a preliminary determination of ultimate entitlement to indemnification as provided above for a Maryland corporation. The Registrant’s declaration of trust also permits us, with the approval of the Board of Trustees, to obligate ourselves to indemnify and advance expenses to certain other persons, including, for example, the Registrant’s manager and its affiliates (including The RMR Group Inc. (“RMR”) and its consolidated subsidiaries) and any present or former employee, manager or agent of us, our subsidiaries or its manager or our or their affiliates (including RMR).

The Registrant also entered into indemnification agreements with its directors and officers providing for rights to and procedures for indemnification by the Registrant to the maximum extent permitted by Maryland law and advancements by the Registrant of certain expenses and costs relating to claims, suits or proceedings arising from service to the Registrant.

The Registrant currently maintains an insurance policy on behalf of its directors and officers against any liability asserted against them or which they incur acting in such capacity or arising out of their status as directors or officers.

Item 7.

Exemptions from Registration Claims.

Not applicable.

Item 8.

Exhibits

Exhibit No.	Description
2.1	Plan of Conversion (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 22, 2021).
2.2	Articles of Conversion to a Real Estate Investment Trust of Seven Hills Realty Trust (incorporated herein by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed on December 22, 2021).
3.1	Declaration of Trust of Seven Hills Realty Trust (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on December 22, 2021).
3.2	Bylaws of Seven Hills Realty Trust (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on December 22, 2021).
5.1	Opinion of Saul Ewing Arnstein & Lehr LLP.
23.1	Consent of RSM US LLP.
23.2	Consent of Saul Ewing Arnstein & Lehr LLP. (Contained in the opinion filed as Exhibit 5.1 to this Registration Statement.)
24.1	Power of Attorney. (Included on signature page herein.)
99.1	Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan.

Item 9.

Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees, directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newton, Commonwealth of Massachusetts, on December 22, 2021.

	SEVEN HILLS REALTY TRUST (Registrant)

	By:	/s/ Thomas J. Lorenzini
	Name:	Thomas J. Lorenzini
	Title:	President

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas J. Lorenzini and G. Douglas Lanois, and each of them, his or her true and lawful attorneys in fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys in fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and conforming all that said attorneys in fact and agents, and each of them, or their respective substitutes, and each of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Thomas J. Lorenzini
Thomas J. Lorenzini	President	December 22, 2021
/s/ G. Douglas Lanois
G. Douglas Lanois	Chief Financial Officer and Treasurer	December 22, 2021
/s/ Barbara D. Gilmore
Barbara D. Gilmore	Independent Trustee	December 22, 2021
/s/ Matthew Jordan
Matthew Jordan	Managing Trustee	December 22, 2021
/s/ William A. Lamkin
William A. Lamkin	Independent Trustee	December 22, 2021
/s/ Joseph L. Morea
Joseph L. Morea	Independent Trustee	December 22, 2021
/s/ Adam Portnoy
Adam Portnoy	Managing Trustee	December 22, 2021
/s/ Jeffrey P. Somers
Jeffrey P. Somers	Independent Trustee	December 22, 2021

EXHIBIT INDEX

Seven Hills Realty Trust

Exhibit No.	Description
2.1	Plan of Conversion (incorporated herein by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed on December 22, 2021).
2.2	Articles of Conversion to a Real Estate Investment Trust of Seven Hills Realty Trust (incorporated herein by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed on December 22, 2021).
3.1	Declaration of Trust of Seven Hills Realty Trust (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on December 22, 2021).
3.2	Bylaws of Seven Hills Realty Trust (incorporated herein by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on December 22, 2021).
5.1	Opinion of Saul Ewing Arnstein & Lehr LLP.
23.1	Consent of RSM US LLP.
23.2	Consent of Saul Ewing Arnstein & Lehr LLP. (Contained in the opinion filed as Exhibit 5.1 to this Registration Statement.)
24.1	Power of Attorney. (Included on signature page herein.)
99.1	Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan.

Exhibit 5.1

lawyers@saul.com

www.saul.com

Our File: 370107.4

December 22, 2021

Seven Hills Realty

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458

Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as Maryland counsel to Seven Hills Realty Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company, pursuant to a registration statement on Form S-8, as amended by Post-Effective Amendment No. 1 (as amended, the “Registration Statement”) filed under the Securities Act of 1933, as amended (the “Act”), of 500,000 shares of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Shares”), that may be issued under the Company’s Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan (the “Plan”).

As a basis for our opinions, we have examined the following documents (collectively, the “Documents”):

(i) the Registration Statement to be filed on or about the date hereof by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Act; and

(ii) the Plan.

Also, as a basis for these opinions, we have examined the originals or certified copies of the following:

(iii) a certified copy of the Declaration of Trust filed with the Maryland State Department of Assessments and Taxation (“SDAT”) on December 21, 2021 but effective as of 4:01 p.m., December 22, 2021 (the “Declaration of Trust”);

DELAWARE FLORIDA ILLINOIS MARYLAND MASSACHUSETTS MINNESOTA NEW JERSEY NEW YORK PENNSYLVANIA WASHINGTON, DC

A DELAWARE LIMITED LIABILITY PARTNERSHIP

Seven Hills Realty Trust

December 22, 2021

Page 2

(iv) a certified copy of the Articles of Conversion converting Seven Hills Realty Trust, a Maryland statutory trust, to Seven Hills Realty Trust, a Maryland real estate investment trust, filed with the SDAT on December 21, 2021 but effective as of 4:01 p.m., December 22, 2021 (the “Articles of Conversion,” together with the Declaration of Trust, the “Charter”);

(v) a copy of the Bylaws of the Company dated December 22, 2021 (the “Bylaws”);

(vi) a copy of the resolutions adopted by the Board of Trustees of the Company on March 23, 2021 relating to, among other matters, the approval of the Plan, the authorization to file the initial Form S-8 relating to the Plan and the issuance of the Shares under the Plan (the “Plan Approval Resolutions”);

(vii) a copy of the resolutions adopted by the Board of Trustees of the Company on December 14, 2021 relating to, among other matters, amendments to the Plan and the authorization to file the Registration Statement (together with the Plan Approval Resolutions, the “Board Resolutions”);

(viii) a certificate of status for the Company issued by the SDAT dated December 22, 2021;

(ix) a certificate of the Secretary of the Company as to the authenticity of the Charter, Bylaws, the Board Resolutions, the incumbency of the officers of the Company and other matters that we have deemed necessary and appropriate; and

(x) such other documents and matters as we have deemed necessary and appropriate to express the opinions set forth in this letter, subject to the limitations, assumptions and qualifications noted below.

In reaching the opinions set forth below, we have assumed:

(a) that all signatures on the Documents and any other documents submitted to us for examination are genuine;

(b) the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photographic copies, and the accuracy and completeness of all documents;

(d) that the form and content of all documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of the Documents as executed and delivered; that all representations, warranties, statements and information contained in the Documents are accurate and complete; that there will be no changes in applicable law between the date of this opinion and any date of issuance or delivery of the Shares;

Seven Hills Realty Trust

December 22, 2021

Page 3

(e) that at the time of delivery of the Shares, the authorization of the issuance of the Shares will not have been modified or rescinded and all contemplated additional actions shall have been taken in accordance with the Board Resolutions and the Plan;

(f) that the issuance, execution and delivery of the Shares, and the compliance by the Company with the terms of the Shares, will not violate any then-applicable law or result in a default under, breach of, or violation of any provision of any instrument or agreement then binding on the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company;

(g) that the consideration received or proposed to be received for the issuance and sale or reservation for issuance of any offering of the Shares of the Company as contemplated by the Registration Statement is not less than the par value per share; and

(h) that the aggregate number of shares of the Company which would be outstanding after the issuance or reservation for issuance of the Shares, and any other contemporaneously issued or reserved common shares, together with the number of common shares previously issued and outstanding and the number of common shares previously reserved for issuance upon the conversion or exchange of other securities issued by the Company, does not and will not exceed the aggregate number of then-authorized shares of the Company or of the then-authorized shares within the applicable class or series of common shares of the Company.

As to various questions of fact material to our opinions, we have relied upon a certificate and representations of the Secretary of the Company, and have assumed that the Secretary’s certificate and representations continue to remain true and complete as of the date of this letter. We have not examined any court records, dockets, or other public records, nor have we investigated the Company’s history or other transactions, except as specifically set forth in this letter.

Based on our review of the foregoing and subject to the assumptions and qualifications set forth in this letter, it is our opinion, as of the date of this letter, that:

1. The Company is a real estate investment trust duly formed, existing and in good standing under the laws of the State of Maryland.

2. The issuance of the Shares is duly authorized and, when and if the Shares are issued and delivered in the manner and for the consideration contemplated by the Plan, the Shares will be validly issued, fully paid and non-assessable.

Seven Hills Realty Trust

December 22, 2021

Page 4

In addition to the qualifications set forth above, the opinions set forth in this letter are also subject to the following qualifications:

(i) We express no opinion as to the laws of any jurisdiction other than the laws of the State of Maryland. We express no opinion as to the principles of conflict of laws of any jurisdiction, including the laws of the State of Maryland.

(ii) We assume no obligation to supplement our opinions if any applicable law changes after the date of this letter or if we become aware of any facts that might alter the opinions expressed in this letter after the date of this letter.

(iii) We express no opinion with respect to any documents defined or referred to in the Documents, other than the Documents themselves.

(iv) We express no opinion on the application of federal or state securities laws to the transactions contemplated in the Documents.

The opinions expressed in this letter are solely for your benefit and are furnished only with respect to the transactions contemplated by the Documents. Accordingly, these opinions may not be relied upon by or quoted to any other person or entity without, in each instance, our prior written consent. The opinions expressed in this letter are limited to the matters set forth in this letter, and no other opinions shall be implied or inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

	Very truly yours,

	/s/ SAUL EWING ARNSTEIN & LEHR LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Form S-8 Registration Statement of Seven Hills Realty Trust (formerly RMR Mortgage Trust) of our report dated February 24, 2021, relating to the financial statements of RMR Mortgage Trust, appearing in the Annual Report on Form N-CSR of RMR Mortgage Trust for the year ended December 31, 2020.

/s/ RSM US LLP

Boston, Massachusetts

December 22, 2021

Exhibit 99.1

AMENDED AND RESTATED SEVEN HILLS REALTY TRUST
2021 EQUITY COMPENSATION PLAN

Seven Hills Realty Trust hereby adopts the Amended and Restated Seven Hills Realty Trust 2021 Equity Compensation Plan to reflect (i) the change of the Company’s name from “RMR Mortgage Trust” to “Seven Hills Realty Trust”, effective as of September 30, 2021 upon consummation of the merger of Tremont Mortgage Trust with and into RMR Mortgage Trust, with RMR Mortgage Trust continuing as the surviving entity under the name Seven Hills Realty Trust and (ii) the conversion of the Company from a Maryland statutory trust to a Maryland real estate investment trust, effective as December 22, 2021. The Plan was approved by the Company’s shareholders on May 27, 2021 and is effective as of the Effective Date.

PURPOSE

The Plan is intended to advance the interests of the Company and its subsidiaries, if any, by providing a means of rewarding selected officers and Trustees of the Company, employees of the Company, the Manager or The RMR Group LLC, and others rendering valuable services to the Company, its subsidiaries or to the Manager or The RMR Group LLC, through grants of the Company’s Shares.

II.

DEFINITIONS

Terms that are capitalized in the text of the Plan have the meanings set forth below:

(a)

“Board” means the Board of Trustees of the Company.

(b)

“Company” means Seven Hills Realty Trust, a Maryland real estate investment trust.

(c)

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(d)

“Key Person” means an employee, consultant, advisor, Trustee, officer or other person providing services to the Company, to a subsidiary of the Company, or to the Manager or The RMR Group LLC or an affiliate of the Manager or The RMR Group LLC.

(e)

“Manager” means a person or entity providing management or administrative services to the Company.

(f)

“Participant” means a person to whom Shares have been granted, or any other person who becomes owner of the Shares by reason of such person’s death or incapacity.

(g)

“Plan” means this Seven Hills Realty Trust 2021 Equity Compensation Plan, as it may be amended from time to time.

(h)

“Securities Act” means the Securities Act of 1933, as amended.

(i)

“Share Agreement” means an agreement between the Company and a Participant regarding Shares issued to the Participant pursuant to the Plan.

(j)

“Shares” means the Company’s common shares, $0.001 par value per share.

(k)

“Trustee” means a member of the Board.

III.

SHARES SUBJECT TO THE PLAN

Subject to the provisions of Article VII, the maximum number of Shares which may be granted under the Plan following the Effective Date shall equal 500,000. If any Shares subject to an award under the Plan are forfeited, cancelled, repurchased or surrendered (including in satisfaction of tax obligations), the Shares with respect to such award shall, to the extent of any such forfeiture, cancellation, repurchase or surrender, again be available for awards under the Plan.

Subject to the terms of any Share Agreement, a holder of Shares granted under the Plan, whether or not vested, shall have all of the rights of a shareholder of the Company, including the right to vote the Shares and the right to receive any distributions, unless the Board shall otherwise determine. Certificates representing Shares or statements representing Shares in book-entry form may be imprinted with a legend to the effect that the Shares represented may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of except in accordance with the terms of the Securities Act and the applicable Share Agreement, if any. In addition, the Company may hold the certificates representing Shares pending lapse of any applicable vesting, forfeiture, repurchase, transfer or similar restrictions.

IV.

METHOD OF GRANTING SHARES

Grants of Shares to any Key Person shall be made by action of the Board, which shall have the sole discretion (subject to the terms of the Plan) to select persons to whom Shares are to be granted, the amount and timing of each such grant, the extent, if any, to which vesting restrictions or other conditions shall apply to the award and all other terms and conditions of any award (which terms and conditions need not be the same as between recipients or awards). If a person to whom such a grant of Shares has been made fails to execute and deliver to the Company a Share Agreement within ten (10) days after it is submitted to him, her or them, the grant of Shares related to such Share Agreement may be cancelled by the Company, acting by the Board, at its option and in its discretion without further notice to the Participant. Nothing in this Section IV shall prevent the Board from delegating its authority to make grants to a committee pursuant to Section V.

ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Board or, in the discretion of the Board, a committee of the Board designated by the Board and composed of at least two (2) members of the Board. All references in the Plan to the Board shall be understood to refer to such committee or the Board, whichever shall be administering the Plan from time to time. All questions of interpretation and application of the Plan and of grants of Shares shall be determined by the Board in its sole discretion and the Board shall have the authority to do all things necessary to carry out the purposes of the Plan, and its determinations shall be final and binding upon all persons, including the Company and all Participants. Without limiting the generality of the foregoing, the Board is authorized to: (i) adopt and approve from time to time the forms and, subject to the terms of the Plan, the terms and conditions of any Share Agreement; (ii) make adjustments to awards in response to changes in applicable laws, regulations or accounting principles; and (iii) prescribe, amend and rescind rules and regulations relating to the Plan. If it determines to do so, the Board may grant Shares under this Plan that are not subject to vesting, forfeiture, repurchase and transfer restrictions.

For so long as Section 16 of the Exchange Act is applicable to the Company, each member of any committee designated to administer the Plan shall qualify as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and its composition shall comply with all other applicable legal requirements.

With respect to persons subject to Section 16 of the Exchange Act with respect to the Company, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor under the Exchange Act.

VI.

ELIGIBLE PERSONS

The persons eligible to receive grants of Shares shall be those persons selected by the Board in its discretion from among Key Persons who contribute to the business of the Company and its subsidiaries, if any.

VII.

CHANGES IN CAPITAL STRUCTURE

In the event of any stock dividend or other similar distribution (whether in the form of stock or other securities), stock split or combination of shares (including a reverse stock split), conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, extraordinary cash dividend or other similar transaction or event, the Board shall make adjustments to the maximum number of Shares that may be issued under the Plan under Article III and Article IV and shall also make appropriate adjustments to the number and kind of shares of stock, securities or other property (including cash) subject to awards then outstanding under the Plan affected by such change and to the other terms and conditions of such awards. No fractional Shares shall be issued pursuant to any such adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case by rounding downward to the nearest whole Share.

VIII.

EFFECTIVE DATE AND DURATION AND TERMINATION OF PLAN

The Plan is effective at the close of business on May 27, 2021 (the “Effective Date”), following the approval of the Company’s shareholders on that date. Shares may be granted under the Plan from time to time until the close of business on May 27, 2031. Awards outstanding at Plan termination shall remain in effect according to their terms and the provisions of the Plan. The Board hereafter may at any time amend or terminate the terms of an award or the Plan in any respect; provided that (without limiting Article VII hereof) the Board may not, without the affected Participant’s consent, amend or terminate the terms of an award or the Plan so as to affect adversely the Participant’s rights under an outstanding award. Any amendments to the Plan shall be conditioned upon shareholder approval only to the extent, if any, such approval is required by applicable law or listing requirements.

IX.

MISCELLANEOUS

Nonassignability of Shares. Shares subject to a Share Agreement shall not be assignable or transferable by a Participant except in accordance with the terms of the applicable Share Agreement or as may be permitted by the Board.

No Guarantee of Employment. Neither the award of Shares nor a Share Agreement shall give any person the right to continue in the employment or service of, or to continue to act as an officer or Trustee of, or to serve in any other capacity with, the Company, any subsidiary or the Manager or The RMR Group LLC or any affiliate of the Manager or The RMR Group LLC.

Tax Withholding; Section 409A. To the extent required by law, the Company shall withhold or cause to be withheld income and other taxes incurred by a Participant by reason of a grant of Shares, and, as a condition to the receipt of any grant of Shares, a Participant agrees that if the amount payable to him, her or them by the Company in the ordinary course is insufficient to pay such taxes, he, she or they shall, upon request of the Company, pay the Company an amount sufficient to satisfy its tax withholding obligations. Without limiting the foregoing, the Board may in its discretion permit any Participant’s withholding obligation to be paid in whole or in part in the form of Shares, by withholding from the Shares to be issued to such Participant or by accepting delivery of Shares already owned by him, her or them. The fair market value of the Shares for this purpose shall be the closing price of the Shares on the principal securities exchange on which the Shares are listed on the date such Shares are repurchased by the Company, unless otherwise determined by the Board in its discretion. If payment of withholding taxes is made in whole or in part in Shares, the Participant shall deliver to the Company share certificates registered in his, her or their name or other evidence of legal and beneficial ownership of Shares owned by him, her or them, fully vested and free of all liens, claims and encumbrances of every kind, duly endorsed or accompanied by stock powers duly endorsed by the record holder of the Shares represented by such share certificates. If the Participant is subject to Section 16(a) of the Exchange Act, his, her or their ability to pay the withholding obligation in the form of Shares shall be subject to such additional restrictions as may be necessary to avoid any transaction that might give rise to liability under Section 16(b) of the Exchange Act. It is intended that awards granted under the Plan be exempt from the application of Section 409A of the Code, and the Plan and such awards shall be construed in accordance with that intention.

Conditions to Issuance. The issuance of Shares under the Plan is subject to compliance with (1) the laws, rules and regulations of all public agencies and authorities applicable to the issuance and distribution of Shares and (2) the listing rules of any stock exchange or national market system on which the Shares are listed.

No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan. The Board shall determine whether cash, other awards, or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

Governing Law. The Plan shall be governed by and construed and enforced in accordance with the laws of the State of Maryland applicable to contracts made and to be performed therein, without reference to the conflicts of law principles thereof.

Change in Control. Each unvested Share under the Plan immediately prior to the occurrence of a “Change in Control” or a “Termination Event” shall become fully vested upon the occurrence of the Change in Control or Termination Event, as each term is defined below.

A “Change in Control” shall be deemed to have occurred if any of the events set forth in any one of the following paragraphs shall have occurred:

(a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of either the then outstanding common shares of beneficial interest of the Company or the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in paragraph (c)(i) below;

(b) the following individuals cease for any reason to constitute a majority of the number of Trustees then serving: individuals who, on the Effective Date, constitute the Board and any new Trustee (other than a Trustee whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of Trustees) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the Trustees then in office who either were Trustees on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended;

(c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other entity, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 50% or more of the combined voting power of the Company’s then outstanding securities; or

(d) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding anything to the contrary set forth herein, a transaction involving the Company and an Excluded Entity (or Affiliate) in which the award of Shares is to be assumed by the successor (or replaced by a substantially equivalent award) shall not constitute a Change in Control.

A “Termination Event” shall occur if Tremont Realty Advisors LLC (or any entity controlled by, under common control with or controlling Tremont Realty Advisors LLC) ceases to be the manager or shared services provider to the Company.

For purposes of the defined terms used in this Section IX.G., but not previously defined in the Plan, the following definitions shall apply:

“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

“Excluded Entity” shall mean any entity to which The RMR Group LLC (or any entity controlled by, under common control with or controlling The RMR Group LLC) provides management, advisory or shared services.

“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities and (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.