Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year




Business Change

On January 5, 2021, the Securities and Exchange Commission issued an order pursuant to Section 8(f) of the Investment Company Act of 1940 (the "1940 Act") declaring that we had ceased to be an investment company under the 1940 Act. The issuance of the Deregistration Order enables us to proceed with full implementation of our new business mandate to operate as a real estate investment trust that focuses primarily on originating and investing in first mortgage whole loans secured by middle market and transitional commercial real estate (the "Business Change").

In connection with the Business Change, our Board of Trustees (the "Board," and each member, a "Trustee") previously approved revisions to our governing documents, including our Amended and Restated Bylaws (the "Bylaws"), which became effective January 5, 2021. On March 23, 2021, the Board approved further amendments to our Bylaws to include voting standards in connection with trustee elections and other matters brought before a meeting of our shareholders that had been inadvertently excluded from the Bylaws and were intended to be adopted as of January 5, 2021 (the "Bylaw Amendment"). The Bylaw Amendment became effective immediately upon its approval and adoption by the Board.

As amended, the Bylaws currently provide that (1) Trustees shall be elected by a plurality of the votes cast in an uncontested election; (2) Trustees shall be elected by a majority of all the votes entitled to be cast in a contested election; and (3) a majority of all the votes cast shall be required to approve any other matter submitted by the Board to our shareholders for approval or otherwise voted upon by our shareholders.

The foregoing summary of the Bylaw Amendment is qualified in its entirety by reference to the full text of the Bylaw Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.




Item 8.01 Other Events




Risk Factors

In connection with the Business Change, we have updated our disclosures regarding the principal risks to which we may be subject. The updated disclosure is filed herewith as Exhibit 99.1, and such disclosure is incorporated herein by reference.





Description of Our Securities

Exhibit 4.1 to this Current Report on Form 8-K sets forth a description of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, and is incorporated herein by reference.





List of Our Subsidiaries

A list of our subsidiaries is filed as Exhibit 21.1 hereto and incorporated herein by reference.





Trustee Compensation

In connection with the Business Change, we also updated our Trustee compensation arrangements. A summary of our currently effective Trustee compensation arrangements is filed as Exhibit 10.1 hereto and is incorporated herein by reference.





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Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number       Description

  3.1          Amendment to the Amended and Restated Bylaws of RMR Mortgage Trust,
             dated March 23, 2021
  4.1          Description of Securities
  10.1         Summary of Trustee Compensation
  21.1         Subsidiaries of the Company
  99.1         Summary of Principal Risk Factors
104          Cover Page Interactive Data File. (Embedded within the Inline XBRL
             document.)




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