SecProbe.io

Mailstop 3233
October 6, 2015

Via E -mail
Matthew P. Jordan
Chief Financial Officer and Treasurer
The RMR Group Inc.
Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts 02458 -1634

Re: The RMR Group Inc.
Amendment No. 1  to
Draft Registration Statement on Form S -1
Submitted September 11, 2015
  CIK No. 0001644378

Dear Mr. Jordan :

We have reviewed your amended draft registration statement  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft  registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewin g the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Organizational Structure, page 29

1. In the tables, please disclose the ownership o f RMR Trust.

The Up -C Transaction, page 31

2. Please describe in greater detail how the consideration for the contributing assets was
determined.  If applicable, please discuss in an appropriate section any related conflicts of
interest.

Matthew P. Jordan
The RMR Group Inc.
October 6, 2015
Page 2

 3. In disclosing t he contributing assets listed on pages 31 -32, please revise to clarify more
clearly the consideration received in return for such contributing assets.

Reasons for the Up -C Transaction and this Distribution , page 34

4. Please expand upon your disclosure in this section regarding how you plan to use
“securities with evident value to expand and to motivate [your] employees .”

Dividend Policy, page 43

5. We note your response to comment 12.   We further note on page 48 that ma nagement
fees earned have decreased approximately 23% in the nine months ended June 30, 2015
as compared to the nine months ended June 30, 2014.   As previously requested, please
tell us why you believe that your historical statements of operations and cash  flow data
and your unaudited pro forma statements of operations provide investors a reasonable
basis to evaluate your ability to cover the estimated dividend.

Condensed Consolidated Balance Sheets, page F -29

6. We note from your disclosure on page 38 tha t RMR LLC has agreed to pay RMR Trust
all fees paid to RMR LLC for business management, property management or advisory
services in calendar year 2015 prior to the effective time of the Up -C Transaction,
including the pro rata portion of any incentive mana gement fee received pursuant to any
business management agreement with a Managed REIT.   We further note that you
recorded a $224 million cash distribution to Member on your consolidated statement of
changes in equity and statement of cash flows.   Please co nfirm whether the Member
distribution includes amounts due to RMR Trust under the agreement disclosed on page
38.

7. We note your response to comment 21.   As previously requested, please explain to us
your basis for recording an asset related to the revised management agreements on the
consolidated balance sheet of RMR Inc. given that the cash and shares received from the
Managed REITs were delivered to RMR Trust in exchange for a portion of their interest
in RMR LLC, the underlying management business.   In addition, tell us whether the
amendments to the management agreements were a condition to the consummation of the
Up-C transaction.

8. The comment above notwithstanding, please explain to us in detail why you believe the
payment of cash and shares by the Ma naged REITs in exchange for your shares and entry
into a new management agreement includes a revenue component.   Please also explain to
us in detail why you believe the discount on your shares transferred to the Managed
REITs qualifies as a customer incent ive as contemplated in ASC 605 -50.

Matthew P. Jordan
The RMR Group Inc.
October 6, 2015
Page 3

 9. We continue to evaluate the methodology and assumptions used to determine the
estimated values of the management agreements and Class A common shares.   Please
provide us with a valuation of all classes of your common sto ck and the allocation of
such valuation among each class.   In this regard, tell us whether your valuation analysis
considered the fact that you paid $167 million to RMR Trust in exchange for 15 million
Class A membership units of RMR LLC.

Condensed Cons olidated Statements of Changes in Equity, page F -31

10. We note that the issuance of 15 million of your Class B -2 shares to RMR Trust was
reported as a decrease to equity.   Based upon the disclosure on page F -45, it appears that
you also reported the receipt of 15 million Class A membership units of RMR LLC from
RMR Trust within this line item.   Please tell us how you concluded that reporting the
issuance of your Class B -2 shares and the receipt of RMR LLC membership units as a
single transaction was appropria te.

11. Please tell us how you derived Noncontrolling interest in the amount of $103 million,
given the Trust’s 48.4% direct economic ownership of RMR LLC.

Exhibit Index

12. Please file all required exhibits as promptly as possible.  If you are not in a position to file
your legal opinion with the next amendment, please provide a draft copy for us to review.
The draft opinion should be filed as EDGAR correspondence.

You may contact Kristi Marrone , Staff Accountant,  at (202) 551 -3429  or Jaime John,
Accou nting Branch Chief, at (202) 551 -3446  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sara von Althann, Attorney -Advisor,  at
(202) 551 -3207 or me at (202) 551 -3233 with any other questions.

Sincer ely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities
cc: Margaret R. Cohen, Esq.
John E. Alessi, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP