UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SELECT INCOME REIT
(Exact name of registrant as specified in its charter)
Maryland |
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45-4071747 |
(State of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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Two Newton Place, 255 Washington Street, Suite 300, Newton, MA |
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02458-1634 |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which |
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Common Shares of Beneficial Interest, par value $.01 per share |
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The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box: x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box: o
Securities Act registration statement file number to which this form relates (if applicable): Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
EXPLANATORY NOTE
Select Income REIT, or the Company, is filing this Form 8-A in connection with the transfer of the listing of its common shares of beneficial interest, par value $.01 per share, or Common Shares, from the New York Stock Exchange to The NASDAQ Stock Market LLC.
Item 1. Description of Registrants Securities to be Registered.
A description of the Common Shares is contained in the Prospectus dated November 26, 2014 included in the Companys Registration Statement on Form S-3 (File No. 333-200620) under the caption Description of Shares of Beneficial Interest at pages 19 through 20 thereof, filed with the Securities and Exchange Commission on November 26, 2014. The description in such Prospectus is incorporated herein by reference.
Item 2. Exhibits
Exhibit Number |
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Description |
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3.1 |
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Composite Copy of Amended and Restated Declaration of Trust, dated March 9, 2012, as amended to date. (Incorporated by reference to the Companys Registration Statement on Form S-4, File No. 333-199445.) |
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3.2 |
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Amended and Restated Bylaws of the Company, adopted July 30, 2015. (Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.) |
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4.1 |
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Form of Common Share Certificate. (Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.) |
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4.2 |
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Registration Rights and Lock-Up Agreement, dated June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust), Barry M. Portnoy and Adam D. Portnoy. (Incorporated by reference to the Companys Current Report on Form 8-K dated June 5, 2015.) |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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SELECT INCOME REIT | |
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By: |
/s/ John C. Popeo |
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Name: |
John C. Popeo |
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Title: |
Chief Financial Officer and Treasurer |
Dated: June 30, 2016