Form SC 13G/A RMR GROUP INC. Filed by: HAWK RIDGE CAPITAL MANAGEMENT LP

 

CUSIP No. 74967R106

SCHEDULE 13G/A

Page 7 of 11 Pages

 

RMR Group Inc.

Item 1.

(b) Address of Issuer’s Principal Executive Offices

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458-1634

Item 2.

(a) Name of Person Filing

Hawk Ridge Capital Management, L.P.

Hawk Ridge Management, LLC

Hawk Ridge Capital Management GP, LLC

David Brown

Hawk Ridge Master Fund, L.P.

(b) Address of Principal Business Office, or, if none, Residence

(c) Citizenship

Hawk Ridge Capital Management, L.P. - Delaware

Hawk Ridge Management, LLC - Delaware

Hawk Ridge Capital Management GP, LLC - Delaware

David Brown - US Citizen

Hawk Ridge Master Fund, L.P. - Delaware

  

Item 2.

(d) Title of Class of Securities

Class A common stock, par value $0.001 per share (the “Common Stock”)

 

Item 2.

(e) CUSIP No.:

74967R106

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	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 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. 74967R106

SCHEDULE 13G/A

Page 9 of 11 Pages

 

 

Item 4. Ownership

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

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 or Control Person

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. Certification