SecProbe.io

December 21, 2018
Matthew Jordan
Chief Financial Officer
The RMR Group Inc.
Two Newton Place, 255 Washington Street
Suite 300
Newton, MA 02458
Re:The RMR Group Inc.
Registration Statement on Form S-3
Filed December 3, 2018
File No. 333-228662
Dear Mr. Jordan:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-3 Filed 12/03/2018
General
1.We note that you incorporate by reference your Annual Report filed on Form 10-K for the
fiscal year ended September 30, 2018. However, the Form 10-K incorporates information
from the company’s proxy which has not yet been filed.  Please note that we will not be in
a position to declare your filing effective until such time as the complete disclosure
required by Form 10-K has been filed.  Thus, please either amend the Form 10-K to
include Part III or file the proxy.  Please refer to Compliance and Disclosure
Interpretations, Securities Act Forms, Question 123.01, which can be found on our
website, for guidance.
2.We note Section 13.2 of your Fourth Amended and Restated Bylaws, dated September 13,

 FirstName LastNameMatthew Jordan
 Comapany NameThe RMR Group Inc.
 December 21, 2018 Page 2
 FirstName LastName
Matthew Jordan
The RMR Group Inc.
December 21, 2018
Page 2
2017, regarding mandatory arbitration and Section 13.1 regarding exclusive forum. We
also note your risk factor disclosure regarding such provisions in your Annual Report on
Form 10-K for the fiscal year ended September 30, 2018. With a view toward disclosure,
please tell us if you intend arbitration to be the exclusive means of resolving disputes and
provide greater clarity regarding the operation of the exclusive forum provision in light of
the mandatory arbitration provision.  In addition, please revise to:
•Further describe the arbitration provision and how this provision will impact your
shareholders, including more specific risk factor disclosure;
•Address any questions as to enforceability of the arbitration provision under federal
and state law; and
•Clarify whether the arbitration provision applies to claims under the federal securities
laws and, if so, revise the disclosure to state that, by agreeing to the provision,
investors will not be deemed to have waived the company’s compliance with the
federal securities laws and the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Stacie Gorman at 202-551-3585 or Jennifer Gowetski at 202-551-3401
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities