SecProbe.io

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 The RMR Group Inc.

 Two Newton Place, 255 Washington Street, Suite 300

 Newton, Massachusetts 02458-1634

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Eddie Kim

 April 3, 2025

 RE:
 The RMR Group Inc.

 Registration Statement on Form S-3

 File No. 333-286187

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended, The RMR Group Inc. (the "Registrant") hereby requests acceleration of the effective date of its Registration
Statement on Form S-3 filed on March 27, 2025 (File No. 333-286187), at 4:30 p.m., Eastern Time, on April 7, 2025,
or as soon as practicable thereafter.

 The Registrant respectfully requests that it be
notified of such effectiveness by a telephone call to Faiz Ahmad of Skadden, Arps, Slate, Meagher & Flom LLP, the Registrant's
counsel, at (302) 651-3250, and that such effectiveness also be confirmed in writing.

 [ signature page follows ]

 Very
truly yours,

 THE RMR GROUP INC.

 By:
 /s/ Matthew P. Jordan

 Name:
 Matthew P. Jordan

 Title:
 Executive Vice President, Chief Financial Officer and Treasurer

 cc: Faiz Ahmad

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

Adam Portnoy
Chief Executive Officer
RMR GROUP INC.
Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634

 Re: RMR GROUP INC.
 Registration Statement on Form S-3
 Filed March 27, 2025
 File No. 333-286187
Dear Adam Portnoy:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Eddie Kim at 202-679-6943 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Faiz Ahmad
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
April 6, 2022
Matthew P. Jordan
Chief Financial Officer
The RMR Group Inc.
Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458-1634
Re:The RMR Group Inc.
Form 10-K for Fiscal Year Ended September 30, 2021
Filed November 15, 2021
Form 8-K furnished on January 27, 2022
File No. 001-37616
Dear Mr. Jordan:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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      April 6, 2022

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Abe Friedman and Lyn Shenk

          Re:

            The RMR Group Inc.

    Form 10-K for the Fiscal Year Ended September 30, 2021

    Filed November 15, 2021

    File No. 001-37616

    Ladies and Gentlemen:

    This letter is submitted in response to the comment from the Staff of the Division of Corporation Finance (the “Staff”), received by letter dated March 24, 2022, relating to the
      above-mentioned Annual Report on Form 10-K (the “Form 10-K”).

    The Staff’s comment with respect to our Form 10-K has been reproduced below in italicized text. Our response thereto is set forth immediately following the reproduced comment.

    Form 10-K for the Fiscal Year Ended September 30, 2021

    Item 15. Exhibits and Financial Statement Schedules

    Consolidated Statements of Income, page F-6

          1.

            We have reviewed your response to comment 2, and reissue. We continue to believe that your revenues should be captioned as related party transactions on the face
              of your ‘Consolidated Statements of Income’ or parenthetically stated, pursuant to Rule 4-08(k)(1) of Regulation S-X which is prescriptive in stating “Amounts of related party transactions should be stated on the face of the balance sheet,
              statement of comprehensive income, or statement of cash flows.” Please revise or advise accordingly.

    Response: We respectfully acknowledge the Staff’s comment and will revise future filings.

    Upon review of the most recent public filings of 13 alternative asset managers with similar business operations and significant revenues from related parties,
      we noted only one company that identified revenues from related parties on the face of the income statement. This company included the following disclosure in the footer of their income statement, “Substantially all revenues are earned from
      affiliates of the Company. See accompanying notes.”

        April 6, 2022

        Page 2

    As substantially all (i.e., 99.9% for the fiscal years ended September 30, 2021, 2020 and 2019) of the revenues of The RMR Group Inc. are earned from related parties, we
      intend to provide a footnote to our income statement in future filings that indicates substantially all revenues are earned from related parties. We believe this approach complies with Rule 4-08(k)(1) and is consistent with investor expectations. We
      have included an example of our proposed disclosure in Exhibit A. We will also continue to disclose the amounts of unrelated party revenues, to the extent they remain insignificant, within the notes to the financial statements.

    We appreciate the Staff’s review of our Form 10-K. If you have any questions or concerns, or require additional information, please call me at (617) 796-7684.

            Sincerely,

            /s/ Matthew P. Jordan

            Matthew P. Jordan

            Executive Vice President,

            Chief Financial Officer and Treasurer

            The RMR Group Inc.

          cc:

            Faiz Ahmad

    Skadden, Arps, Slate, Meagher & Flom LLP

        April 6, 2022

        Page 3

    Exhibit A

    The RMR Group Inc.

    Condensed Consolidated Statements of Income

    (amounts in thousands, except per share amounts)

    (unaudited)

            Three Months Ended December 31,

             2021

            2020

            Revenues:

            Management services

            $

            44,897

            $

            40,747

            Advisory services

            1,118

            586

            Total management and advisory services revenues

            46,015

            41,333

            Reimbursable compensation and benefits

            14,397

            13,225

            Reimbursable equity based compensation

            1,598

            3,003

            Other reimbursable expenses

            119,558

            99,385

            Total reimbursable costs

            135,553

            115,613

            Total revenues

            181,568

            156,946

            Expenses:

            Compensation and benefits

            31,791

            29,494

            Equity based compensation

            2,219

            3,561

            Separation costs

            —

            4,159

            Total compensation and benefits expense

            34,010

            37,214

            General and administrative

            7,671

            6,260

            Other reimbursable expenses

            119,558

            99,385

            Transaction and acquisition related costs

            —

            117

            Depreciation and amortization

            236

            238

            Total expenses

            161,475

            143,214

            Operating income

            20,093

            13,732

            Interest and other income

            57

            231

            Equity in earnings of investees

            —

            424

            Unrealized gain on equity method investments accounted for under the fair value option

            1,196

            8,122

            Income before income tax expense

            21,346

            22,509

            Income tax expense

            (3,054

            )

            (2,756

            )

            Net income

            18,292

            19,753

            Net income attributable to noncontrolling interest

            (10,250

            )

            (10,856

            )

            Net income attributable to The RMR Group Inc.

            $

            8,042

            $

            8,897

            Weighted average common shares outstanding - basic

            16,325

            16,252

            Weighted average common shares outstanding - diluted

            31,325

            31,252

            Net income attributable to The RMR Group Inc. per common share - basic

            $

            0.49

            $

            0.54

            Net income attributable to The RMR Group Inc. per common share - diluted

            $

            0.49

            $

            0.51

    Substantially all revenues are earned from related parties. See accompanying notes.

United States securities and exchange commission logo
March 24, 2022
Matthew P. Jordan
Chief Financial Officer
The RMR Group Inc.
Two Newton Place,
255 Washington Street, Suite 300
Newton, MA 02458-1634
Re:The RMR Group Inc.
Form 10-K for Fiscal Year Ended September 30, 2021
Filed November 15, 2021
File No. 001-37616
Dear Mr. Jordan:
            We have reviewed your March 16, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 9, 2022 letter.
Form 10-K for Fiscal Year Ended September 30, 2021
Item 15. Exhibits and Financial Statement Schedules
Consolidated Statements of Income, page F-6
1.We have reviewed your response to comment 2, and reissue.  We continue to believe that
your revenues should be captioned as related party transactions on the face of your
'Consolidated Statements of Income' or parenthetically stated, pursuant to Rule 4-08(k)(1)
of Regulation S-X which is prescriptive in stating "Amounts of related party transactions
should be stated on the face of the balance sheet, statement of comprehensive income, or
statement of cash flows.”  Please revise or advise accordingly.

 FirstName LastNameMatthew P. Jordan
 Comapany NameThe RMR Group Inc.
 March 24, 2022 Page 2
 FirstName LastName
Matthew P. Jordan
The RMR Group Inc.
March 24, 2022
Page 2
            You may contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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    March 16, 2022

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Trade & Services

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: Aamira Chaudhry and Abe Friedman

            Re:

            The RMR Group Inc.

            Form 10-K for the Fiscal Year Ended September 30, 2021

            Filed November 15, 2021

            Form 8-K furnished on January 27, 2022

            File No. 001-37616

    Ladies and Gentlemen:

    We respectfully submit this letter in response to the comments from the Staff of the Division of Corporation Finance (the “Staff”), received by a letter dated March 9, 2022, relating
      to the above-mentioned Current Report on Form 8-K (the “Form 8-K”) and Annual Report on Form 10-K (the “Form 10-K”).

    The Staff’s comments with respect to our Form 8-K and Form 10-K have been reproduced below in italicized text. Our response thereto is set forth immediately following the reproduced
      comment.

    Form 8-K Furnished January 27, 2022

    Exhibit 99.1, page 1

          1.

            We note the following items in regards to your presentation of non-GAAP measures in your earnings release:

          •

            In the top section of your earnings release you highlight growth from the prior year for your “Adjusted Net Income” and “Adjusted EBITDA” measures without
              providing comparable impact disclosure from the prior year for the comparable GAAP measure presented.

          •

            You present a statement from your CEO highlighting your year over year increases in “adjusted earnings per share” and “Adjusted EBITDA” without providing
              similar statements regarding your comparable GAAP measures.

    Response: We respectfully acknowledge the Staff’s comments and will revise future filings to provide disclosures
      with equal or greater prominence for the most directly comparable GAAP measure wherever any non-GAAP measure is presented. In this regard, when providing comparisons to prior periods for adjusted net income and Adjusted EBITDA, we will provide
      comparisons to prior periods for net income. When providing comparisons to prior periods for adjusted earnings per share, we will provide comparisons to prior periods for earnings per share.

    March 16, 2022

    Page 2 of 3

          •

            You discuss “adjusted earnings per share” without providing a reconciliation to the comparable GAAP measure and a statement on how this measure provides
              useful information to investors.

    Response: As noted in the Staff’s comment, “adjusted earnings per share” is
      referred to in a statement from the CEO within Exhibit 99.1 of our Form 8-K. We respectfully advise the Staff that “adjusted earnings per share” is equivalent to “adjusted net income attributable to The RMR Group Inc.” per diluted share and is a term
      used to be consistent with the colloquial nature of the CEO’s quote. A reconciliation of “adjusted net income attributable to The RMR Group Inc.” per diluted share to “net income attributable to The RMR Group Inc.” per diluted share, the most
      directly comparable GAAP measure, is presented within the tables on page 8 of Exhibit 99.1 of the Form 8-K.

    In response to the Staff’s comment, we will revise future filings to define any colloquial terms used to represent non-GAAP measures, including that “adjusted
      earnings per share” is a per share measure of “adjusted net income attributable to The RMR Group Inc.” Additionally, we will expand our discussion of the usefulness of non-GAAP measures to investors to include any such measures presented on a per
      share basis, including adjusted net income attributable to The RMR Group Inc. per diluted share.

          •

            You reconcile “Adjusted EBITDA Margin” to Operating Margin as the most directly comparable GAAP measure, however “Adjusted EBITDA” is reconciled to Net
              Income.

    Please revise or advise accordingly. Refer to Item 10(e)(1)(i) of Regulation S-K and Question 102.10 of the staff’s Compliance and Disclosure
      Interpretations on Non-GAAP Financial Measures.

    Response: We respectfully acknowledge the Staff’s comment and will revise future filings to remove the calculation of
      Operating Margin and instead provide the calculation of Net Income Margin as the most comparable GAAP measure to Adjusted EBITDA Margin.

    Form 10-K for the Fiscal Year Ended September 30, 2021

    Item 15. Exhibits and Financial Statement Schedules, page F-1

          2.

            We note from your disclosure in “Note 5. Related Party Transactions,” that a significant portion of your revenues are earned from related parties. Please
              tell us what consideration was given to disclosing related party amounts on the face of your Consolidated Statements of Income. Refer to Rule 4-08(k) of Regulation S-X.

    Response: We respectfully advise the Staff that substantially all (i.e., 99.9% for the fiscal years ended September 30,
      2021, 2020 and 2019) of the revenues of The RMR Group Inc. are earned from related parties. Revenues from unrelated parties are disclosed in the table under the caption “Revenues from Related Parties” in Note 5. Related Person Transactions. As the
      revenues earned from unrelated parties are insignificant, we respectfully submit to the Staff that separate presentation of such amounts on the face of the financial statements would not be useful to investors and, as such, the requirements of Rule
      4-08(k)(1) of Regulation S-X, “Amounts of related party transactions should be stated on the face of the balance sheet, statement of comprehensive income, or statement of cash flows” have been met.

    March 16, 2022

    Page 3 of 3

    If you have any questions or concerns, or require additional information, please call me at (617) 796-7684.

            Sincerely,

            /s/ Matthew P. Jordan

            Matthew P. Jordan

            Executive Vice President,

            Chief Financial Officer and Treasurer

            The RMR Group Inc.

            cc:

            Faiz Ahmad

            Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
March 9, 2022
Matthew P. Jordan
Chief Financial Officer
The RMR Group Inc.
Two Newton Place,
255 Washington Street, Suite 300
Newton, MA 02458-1634
Re:The RMR Group Inc.
Form 10-K for the Fiscal Year Ended September 30, 2021
Filed November 15, 2021
Form 8-K furnished on January 27, 2022
File No. 001-37616
Dear Mr. Jordan:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K Furnished January 27, 2022
Exhibit 99.1, page 1
1.We note the following items in regards to your presentation of non-GAAP measures in
your earnings release:
•In the top section of your earnings release you highlight growth from the prior year
for your "Adjusted Net Income" and "Adjusted EBITDA" measures without
providing comparable impact disclosure from the prior year for the comparable
GAAP measure presented.
•You present a statement from your CEO highlighting your year over year increases in
"adjusted earnings per share" and "Adjusted EBITDA" without providing similar
statements regarding your comparable GAAP measures.
•You discuss “adjusted earnings per share" without providing a reconciliation to the

 FirstName LastNameMatthew P. Jordan
 Comapany NameThe RMR Group Inc.
 March 9, 2022 Page 2
 FirstName LastName
Matthew P. Jordan
The RMR Group Inc.
March 9, 2022
Page 2
comparable GAAP measure and a statement on how this measure provides useful
information to investors.
•You reconcile "Adjusted EBITDA Margin" to Operating Margin as the most directly
comparable GAAP measure, however "Adjusted EBITDA" is reconciled to Net
Income.
Please revise or advise accordingly. Refer to Item 10(e)(1)(i) of Regulation S-K and
Question 102.10 of the staff's Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures.
Form 10-K for the Fiscal Year Ended September 30, 2021
Item 15. Exhibits and Financial Statement Schedules, page F-1
2.We note from your disclosure in "Note 5. Related Person Transactions," that a significant
portion of your revenues are earned from related parties. Please tell us what consideration
was given to disclosing related party amounts on the face of your Consolidated Statements
of Income. Refer to Rule 4-08(k) of Regulation S-X.
            In closing, 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.
            You may contact Aamira Chaudhry at 202-551-3389 or Abe Friedman at 202-551-
8298 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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The RMR Group Inc.

Two Newton Place, 255 Washington Street, Suite 300

Newton, Massachusetts 02458-1634

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Scott Anderegg

  February 9, 2022

 RE: The RMR Group Inc.

Registration Statement on Form S-3

File No. 333-262124

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, The RMR Group Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration
Statement on Form S-3 filed on January 12, 2022, as amended by Amendment No. 1 thereto filed on February 7, 2022 (File
No. 333-262124), at 4:00 p.m., Eastern Time, on February 14, 2022, or as soon as practicable thereafter.

The Registrant respectfully requests that it be
notified of such effectiveness by a telephone call to P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP, the Registrant’s
counsel, at (213) 687-5122, and that such effectiveness also be confirmed in writing.

[signature page follows]

    Very truly yours,

    THE RMR GROUP INC.

    By:
    /s/ Matthew P. Jordan

    Name:
    Matthew P. Jordan

    Title:
    Executive Vice President, Chief Financial Officer and Treasurer

cc: P. Michelle Gasaway

United States securities and exchange commission logo
January 21, 2022
Adam D. Portnoy
President and Chief Executive Officer
RMR Group Inc.
Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634
Re:RMR Group Inc.
Registration Statement on Form S-3
Filed January 12, 2022
File No. 333-262124
Dear Mr. Portnoy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 23, 2020
Matthew P. Jordan
Chief Financial Officer
RMR Group Inc.
Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458-1634
Re:RMR Group Inc.
Form 10-K for the Year Ended September 30, 2019
File No. 001-37616
Filed November 22, 2019
Dear Mr. Jordan:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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		Document

June 15, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street N.E.

Washington, DC 20549

Attention: Amy Geddes and Doug Jones

RE:

 RMR Group Inc.

 Form 10-K for the Year Ended September 30, 2019

 File No 001-37616

 Filed November 22, 2019

Dear Ms. Geddes and Mr. Jones:

This letter responds to your letter, dated June 4, 2020, in connection with our above captioned Form 10-K (the “Form 10-K”).

Your comment with respect to the Form 10-K has been reproduced below in italicized text. Our response thereto is set forth immediately following the reproduced comment.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition

Other Client Company Reimbursable Expenses, page F-11

1.

 You assert here that based on your evaluation of FASB ASC 606 you have determined you control the services provided by third parties for your Client Companies and account for the cost of these services and the related reimbursement revenue on a gross basis. You also disclose: (1) these transactions include reimbursements that arise from services you provide pursuant to your property management agreements, (2) under each property management agreement you act as managing agent for each Managed Equity REIT, and (3) Managed Equity REIT's are considered to be Client Companies. Please tell us what third party services are provided, who requests the services and how you control the services such that you are the principal and not an agent for these transactions with respect to (i) Managed Equity REIT's and (ii) other Client Companies.

Response: The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary, The RMR Group LLC, or the Company. As of September 30, 2019, the Company managed over 2,200 properties and employed approximately 600 real estate professionals in more than 30 offices throughout the United States. The Company provides management services to four publicly traded real estate investment trusts: Diversified Healthcare Trust, or DHC; Industrial Logistics Properties Trust, or ILPT; Office Properties Income Trust, or OPI; and Service Properties Trust, or SVC. DHC, ILPT, OPI and SVC are collectively referred to as the Managed Equity REITs. The Company also provides management services to certain related private companies, including Affiliates Insurance Company, or AIC (subsequently dissolved in February 2020), ABP Trust and its subsidiaries, or collectively ABP Trust, and RMR Office Property Fund LP, or the Open End Fund. In addition, a wholly owned subsidiary of the Company manages Tremont Mortgage Trust, or TRMT, a publicly traded mortgage real estate investment trust. AIC, ABP Trust, the Open End Fund and TRMT comprise the “other Client Companies” referenced in your letter.

United States Securities and Exchange Commission

June 15, 2020

Page 2

As manager of the Managed Equity REITs and other Client Companies, the Company or its applicable subsidiary is responsible for implementing investment strategies and managing the day to day operations, subject to the supervision and oversight by the board of trustees or board of directors, general partner or officers, as applicable, for each client. The Managed Equity REITs and other Client Companies have no employees, and the Company provides the personnel and services necessary for each Managed Equity REIT and other Client Company to conduct business. The Company is party to business and property management agreements with each Managed Equity REIT, ABP Trust and the Open End Fund, and business management agreements with AIC and TRMT.

Pursuant to its business management agreements, the Company has the obligation to provide services including, but not limited to research and economic data related to real estate investments, evaluate, prosecute and negotiate all matters related to real estate investments, book keeping and accounting functions, advise and assist in the preparation of all equity and debt offerings, advise on risk management and business oversight functions and provide office space, equipment and qualified personnel.

Pursuant to its property management agreements, the Company is required to act as the manager, which is defined in the property management agreements as the Managing Agent for properties owned by each of the Managed Equity REITs and certain of the other Client Companies. As manager, the Company is obligated to provide the personnel, goods and services necessary for the day to day operation of these managed properties. Pursuant to the management agreements, the Company has the responsibility to provide goods and services either directly or through third party services. The amounts incurred for these third party providers are included in “other client company reimbursable expense” in our consolidated financial statements. These third party goods and services may relate to, identifying tenants and negotiating leases, collecting rents, making repairs and or alterations, procuring supplies and other materials, instituting and defending all legal action(s) and maintaining books and records, among other matters.

As stated above, the Managed Equity REITs and other Client Companies have no employees. To fulfill its obligations under the management agreements, the Company utilizes its property management and corporate office employees, who also arrange for, contract, direct and evaluate third party providers of goods and services needed to manage operations of the properties and businesses on behalf of the Managed Equity REITs and other Client Companies and those companies are obligated to reimburse the Company for those third party costs. The Company selects and/or terminates these third party service providers based on a number of factors, including the discretion over pricing.  In addition, the Company’s employees are responsible for the direction of how and when services are provided by these third parties to the Managed Equity REITs or other Client Companies.

The Company is authorized under the management agreements to engage third parties to perform services for the benefit of the Managed Equity REITs and other Client Companies in satisfaction of the Company’s performance obligation. When the Company uses third party service providers to satisfy its obligation, it acts as the principal, as it controls the service provided and has the ability to direct the service provider to perform on the Company’s behalf in accordance with ASC 606-10-55-37A(b). In reaching this conclusion, the Company also identified that indicators of control were present pursuant to ASC 606-10-55-39, including the Company's primary responsibility for fulfilling the promise to provide the good and services and its discretion in establishing the price of the goods and services. As the Company is acting as a principal, it is required to present the cost of these services and the related reimbursement revenue on a gross basis within RMR Inc.’s consolidated financial statements.

If you have any questions or concerns, or require additional information, please call me at (617) 796-7684.

United States Securities and Exchange Commission

June 15, 2020

Page 3

 Very truly yours,

 /s/ Matthew P. Jordan

 Matthew P. Jordan

 Executive Vice President,

 Chief Financial Officer and Treasurer

 The RMR Group Inc.

cc:

 Faiz Ahmad

 Skadden, Arps, Slate, Meagher & Flom LLP

United States securities and exchange commission logo
June 4, 2020
Matthew P. Jordan
Chief Financial Officer
RMR Group Inc.
Two Newton Place
255 Washington Street, Suite 300
Newton, MA 02458-1634
Re:RMR Group Inc.
Form 10-K for the Year Ended September 30, 2019
File No. 001-37616
Filed November 22, 2019
Dear Mr. Jordan:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended September 30, 2019
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Other Client Company Reimbursable Expenses, page F-11
1.You assert here that based on your evaluation of FASB ASC 606 you have determined
you control the services provided by third parties for your Client Companies and account
for the cost of these services and the related reimbursement revenue on a gross basis. You
also disclose: (1) these transactions include reimbursements that arise from services you
provide pursuant to your property management agreements, (2) under each property
management agreement you act as managing agent for each Managed Equity REIT, and
(3) Manage Equity REIT's are considered to be Client Companies.  Please tell us what
third party services are provided, who requests the services and how you control the
services such that you are the principal and not an agent for these transactions with respect

 FirstName LastNameMatthew P. Jordan
 Comapany NameRMR Group Inc.
 June 4, 2020 Page 2
 FirstName LastName
Matthew P. Jordan
RMR Group Inc.
June 4, 2020
Page 2
to (i) Managed Equity REIT's and (ii) other Client Companies.
            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.
            You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements, related matters or any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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The RMR Group Inc.

Two Newton Place, 255 Washington Street, Suite 300

Newton, Massachusetts 02458

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Commodities

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Stacie Gorman and Ms. Jennifer Gowetski

February 12, 2019

RE:                           The RMR Group Inc.

Registration Statement on Form S-3

File No. 333-228662

Dear Ms. Gorman and Ms. Gowetski:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, The RMR Group Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 filed on December 3, 2018, as amended by Amendment No. 1 thereto filed on January 23, 2019 (File No. 333-228662), at 4:00 p.m., Eastern Time, on February 14, 2019, or as soon as practicable thereafter.

The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Margaret R. Cohen, Esq. of Skadden, Arps, Slate, Meagher & Flom LLP, the Registrant’s counsel, at (617) 573-4859, and that such effectiveness also be confirmed in writing.

[signature page follows]

Very   truly yours,

THE   RMR GROUP INC.

By:

/s/ Matthew   P. Jordan

Name:

Matthew   P. Jordan

Title:

Executive Vice   President, Chief Financial Officer and Treasurer

cc: Margaret R. Cohen, Esq.

2

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

300 SOUTH GRAND   AVENUE

LOS ANGELES,   CALIFORNIA 90071-3144

FIRM/AFFILIATE

OFFICES

TEL: (213) 687-5000

FAX: (213) 687-5600

www.skadden.com

January 23, 2019

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U.S. Securities and   Exchange Commission

Division of   Corporation Finance

Office of Real Estate   and Commodities

100 F Street, N.E.

Washington, D.C.   20549

Attention: Ms. Stacie Gorman and Ms. Jennifer Gowetski

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

RE:                       The RMR Group Inc.
 Registration Statement on Form S-3
 Filed December 3, 2018
 File No. 333-228662

Dear Ms. Gorman and Ms. Gowetski:

On behalf of The RMR Group Inc. (the “Company”), we have filed today Amendment No. 1 to the Registration Statement on Form S-3 of the Company (the “Amended Registration Statement”) in response to the comments of the staff (“Staff”) of the Division of Corporation Finance, Office of Real Estate and Commodities of the U.S. Securities and Exchange Commission (the “Commission”) received by letter dated December 21, 2018, concerning the Registration Statement on Form S-3 of the Company filed on December 3, 2018. The changes reflected in the Amended Registration Statement include those made in response to the Staff’s comments.

Set forth below are the Company’s responses to the Staff’s comments. For your convenience, each comment provided is printed below in bold italics and is followed by the Company’s response. All references in this letter to page numbers and sections correspond to the page numbers and sections in the Amended Registration Statement, unless otherwise noted.

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.

U.S. Securities and Exchange Commission
 January 23, 2019

Page 2

Response: The Company has filed today its definitive proxy statement for its 2019 annual meeting of stockholders with the Commission and has revised the disclosure under the section entitled “Incorporation of Certain Information by Reference” to incorporate by reference the applicable sections of the proxy statement in accordance with this comment. Please see page 2.

2.                                    We note Section 13.2 of your Fourth Amended and Restated Bylaws, dated September 13, 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.

Response: The Company has filed today a Current Report on Form 8-K with the Commission and has revised the disclosure under the sections entitled “Incorporation of Certain Information by Reference” and “Description of Certain Provisions of the Maryland General Corporation Law and of our Charter and Bylaws,” including to incorporate by reference that Form 8-K, in accordance with this comment. Please see pages 2 and 29-30.

***

U.S. Securities and Exchange Commission
 January 23, 2019

Page 3

Please contact the undersigned at (213) 687-5122 should you require further information.

Very truly yours,

/s/ P. Michelle   Gasaway

P. Michelle Gasaway

cc:

The RMR Group Inc.

Matthew Jordan

Skadden, Arps, Slate,   Meagher & Flom LLP

Margaret Cohen

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

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SKADDEN,   ARPS, SLATE, MEAGHER & FLOM LLP

300 SOUTH   GRAND AVENUE

LOS   ANGELES, CALIFORNIA 90071-3144

TEL: (213)   687-5000

FAX: (213)   687-5600

www.skadden.com

FIRM/AFFILIATE   OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

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MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

December 3, 2018

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:                          The RMR Group Inc.

Registration Statement on Form S-3

Dear Sir or Madam:

On the date hereof, The RMR Group Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (the “Registration Statement”) relating to the registration of the following securities for sale from time to time in one or more public offerings: (a) up to 500,000,000 of securities of the Company consisting of Class A common stock, preferred stock (including convertible preferred stock), debt securities (including convertible debt securities), depositary shares (including convertible depositary shares) and warrants and (b) up to 8,000,000 shares of Class A common stock of the Company to be offered and sold by certain security holders of the Company.

The Company acknowledges that the Registration Statement incorporates by reference the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018, which incorporates by reference portions of the Company’s definitive proxy statement for its 2019 Annual Meeting of Stockholders (the “Definitive Proxy Statement”) in Part III, which Definitive Proxy Statement has not yet been filed with the Commission. Accordingly, the Company will not request that the Registration Statement be declared effective until after the Company has filed its Definitive Proxy Statement, which will include the information required by Part III of Form 10-K, with the Commission.

Respectfully,

/s/ P. Michelle Gasaway

P. Michelle Gasaway

2

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THE RMR GROUP INC.

TWO NEWTON PLACE

255 WASHINGTON STREET, SUITE 300

NEWTON, MASSACHUSETTS 02458

VIA EDGAR

Mr. Tom Kluck,

Legal Branch Chief, Office of Real Estate and Commodities

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549-0308

November 13, 2015

RE:                           The RMR Group Inc. Registration Statement
  on Form S-1, File No. 333-207423

Dear Mr. Kluck:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, The RMR Group Inc. (the “Registrant”) hereby requests that the effective date of the above-referenced registration statement be accelerated so that it will be declared effective at 3:00 p.m., Eastern Time, on November 16, 2015, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may request via telephone call to the staff.

In connection with this request for effectiveness, the Registrant acknowledges that:

(1)  should the United States Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

(2)  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(3)  the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

United States Securities and Exchange Commission

November 13, 2015

Page 2

The Registrant respectfully requests that it be notified of such effectiveness by a telephone call to Margaret R. Cohen of Skadden, Arps, Slate, Meagher & Flom LLP at (617) 573-4859 and that such effectiveness also be confirmed in writing.

Very   truly yours,

THE   RMR GROUP INC.

By:

/s/ Matthew   P. Jordan

Name:

Matthew   P. Jordan

Title:

Chief   Financial Officer and Treasurer

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SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

500 BOYLSTON STREET

BOSTON, MASSACHUSETTS 02116-3740

DIRECT DIAL

(617) 573-4859

DIRECT FAX

(617) 305-4859

EMAIL ADDRESS

MARGARET.COHEN@SKADDEN.COM

TEL: (617) 573-4800

FAX: (617) 573-4822

www.skadden.com

FIRM/AFFILIATE
   OFFICES

CHICAGO

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HONG KONG

LONDON

MOSCOW

MUNICH

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SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

SYDNEY

TOKYO

TORONTO

November 12, 2015

VIA EDGAR AND EMAIL

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:                 Tom Kluck, Legal Branch Chief, Office of Real Estate and Commodities,
 Sara von Althann, Attorney-Advisor

Re:        The RMR Group Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed November 2, 2015

CIK No. 0001644378

Dear Mr. Kluck and Ms. von Althann:

As discussed by telephone earlier today, on behalf of The RMR Group Inc. (the “Company”), we are enclosing as Appendix A to this letter revisions to three pages of the registration statement.  The Company will include these revisions in its next amendment to the registration statement.

[Remainder of Page Intentionally Left Blank]

United States Securities and Exchange Commission

November 12, 2015

Page 2

If you have any questions regarding this matter, please call me at (617) 573-4859.

Very truly yours,

/s/ Margaret R. Cohen

Margaret R. Cohen

Skadden, Arps, Slate, Meagher & Flom LLP

cc:                                Jaime John, Accounting Branch Chief

Kristi Marrone, Staff Accountant

Sara von Althann, Attorney-Advisor

United States Securities and Exchange Commission

Matthew P. Jordan, Chief Financial Officer and Treasurer

The RMR Group Inc.

John E. Alessi

Skadden, Arps, Slate, Meagher & Flom LLP

Enclosure

Appendix A to Submission

Letter of The RMR Group Inc.

The diagram below provides additional detail regarding the relative ownership levels of RMR Inc. immediately after the Distribution by the Managed REITs and their shareholders.

[GRAPHIC]

The Up-C Transaction

In early April 2015, our Founders presented a proposal to the respective boards of trustees of the Managed REITs to sellfor a transaction in which our Founders would convey, in aggregate, approximately 48.4% of their economic interest in RMR LLC to the Managed REITs,  for a payment ineach Managed REIT would amend and extend its management agreements with RMR LLC for 20 year terms and each Managed REIT would make a payment to our Founders of common shares of the Managed REITsREIT and cash in a transaction in which, among other things, the management agreements between RMR LLC and each Managed REIT would be simultaneously amended and extended for twenty year terms. Our Founders proposed that the amount of cash and Managed REIT common shares paidthe payment by each Managed REIT in this transactionwould equal approximately half of the amount of the termination fees then provided for under its management agreements with RMR LLC, with certain annualized adjustments thereto, including for previously announced acquisitions and dispositions.

Because of the relationship of the Managed REITs with our Founders and RMR LLC, the board of trustees of each Managed REIT formed a special committee comprised of its independent trustees and a joint special committee comprised of the independent trustees of the Managed REITs to evaluate and respond to the proposed transaction. The joint special committee was advised by counsel and a financial advisor separate from our Founders and RMR LLC. The special committee of each Managed REIT also engaged a separate financial advisor to assist it in evaluating the proposed transaction.

During the period from early April through June 5, 2015, independent trustee representatives of the joint special committee and its counsel negotiated transaction terms and documentation with our Founders, and the joint special committee and each special committee met to consider the proposed transaction and developing negotiations and to confer with their legal and their respective financial advisors. Following these negotiations, meetings and deliberations, on June 5, 2015, the joint special committee unanimously recommended proceeding with the Up-C Transaction and the special committee of each Managed REIT unanimously approved proceeding with the Up-C Transaction.

The Up-C Transaction was completed on June 5, 2015 pursuant to transaction agreements, or the Transaction Agreements, we, RMR LLC and RMR Trust entered with each Managed REIT. The Up-C Transaction and the Transaction Agreements are summarized below. This summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the actual Transaction Agreements, other agreements entered into as part of the Up-C Transaction described in this prospectus and our and RMR LLC’s governing documents, copies of which are filed as exhibits to the registration statement of which this prospectus is a part.

In anticipation of the Up-C Transaction RMR LLC was reorganized with RMR Trust contributing to RMR LLC certain assets related to RMR LLC’s management and advisory businesses, including RMR Advisors and RMR Intl. The following occurred as part of the Up-C Transaction closing on June 5, 2015:

·                  RMR LLC issued 30,000,000 of its class A membership units to RMR Trust. This was a recapitalization of the then outstanding limited liability company interests of RMR LLC, all of which were owned by RMR Trust.

·                  RMR Trust contributed $11.5 million in cash to us, which we contributed to RMR LLC.

·                  Each of the Managed REITs contributed their newly issued common shares and cash to us at a $172.8 million combined approximate value as set forth in the following table, which we delivered to RMR Trust.

Contributions by Managed REITs

Managed REIT

Number of common
   shares of the
   Managed REITs
   contributed

Cash
   contribution

Aggregate
   contribution
   amount

GOV

700,000

$

3,916,807

$

17,753,637

HPT

1,490,000

$

12,622,481

$

57,817,012

SIR

880,000

$

15,879,995

$

36,480,531

SNH

2,345,000

$

13,966,883

$

60,739,080

The aggregate amount of each Managed REIT’s contribution of common shares and cash, as listed in the above table, was based on approximately half of the amount of the termination fees then provided for under the management agreements between it and RMR LLC, with certain annualized adjustments thereto, including for recent acquisitions and dispositions by the Managed REITs. The amount of common shares to be delivered by each Managed REIT was separately agreed between our Founders and the special committee of the Managed REIT and it was agreed that the valuation of the Managed REIT’s common shares was agreed to befor such purpose would equal to the volume weighted average trading price for those shares on the NYSE during the 20 business days prior to the Up-C Transaction.

·                  The business and property management agreements between RMR LLC and each of the Managed REITs were amended and extended for 20 year terms. For more information about the amended and restated business and property management agreements, see “Business—Our Management Agreements with the Managed REITs.”

·                  We issued, in aggregate, 15,000,000 Class A Common Shares to the Managed REITs as set forth in the table below.

Class A Common Shares delivered to the Managed REITs

Managed REIT

Number of Class A Common Shares
   of RMR Inc.

GOV

1,541,201

HPT

5,019,121

SIR

3,166,891

SNH

5,272,787

·                  RMR Trust contributed $11.5 million in cash to us, which we contributed to RMR LLC.

·                  We issued 1,000,000 Class B-1 Common Shares and 15,000,000 Class B-2 Common Shares to RMR Trust. Class A Common Shares and Class B-1 Common Shares share ratably as a single class in dividends and other distributions when and if declared by our Board of Directors and have the same rights on our liquidation. Class A Common Shares have one vote per share. Class B-1 Common Shares have ten votes per share. Our Class B-2 Common Shares have no economic interest in us but have ten votes per share and are paired with the class A membership units of RMR LLC held by RMR Trust, as described below. The Class B-1 Common Shares, Class B-2 Common Shares and class A membership units owned by RMR Trust are subject to certain restrictions on transfer set forth in our governing documents and described below. However, (i) our Class B-1 Common Shares are convertible at the

option of the holder at any time 1:1 into our Class A Common Shares and (ii) the class A membership units owned by RMR Trust may be redeemed by RMR Trust at any time for Class A Common Shares on a 1:1 basis, or RMR Inc. may elect to pay cash instead of issuing Class A Common Shares. Under our governing documents, upon the redemption of a class A membership unit, the Class B-2 Common Share “paired” with such unit is cancelled for no additional consideration. For information regarding the terms of these securities, see “Description of Capital Stock—Class A Common Shares,” “Description of Capital Stock—Class B-1 Common Shares,” “Description of Capital Stock—Class B-2 Common Shares” and “—The LLC Operating Agreement.”

·                  RMR Trust delivered to us 15,000,000 class A membership units of RMR LLC and RMR LLC issued to us 1,000,000 of its class B membership units. Class A and class B membership units of RMR LLC share ratably in distributions when and if declared by the managing member of RMR LLC and have the same rights on a liquidation of RMR LLC, and the class B membership units of RMR LLC represent the managing interests of RMR LLC.

·                  The business and property management agreements between RMR LLC and each of the Managed REITs were amended and restated. For more information about the amended and restated business and property management agreements, see “Business—Our Management Agreements with the Managed REITs.”

·                  We, RMR LLC and RMR Trust entered into the Tax Receivable Agreement. For more information about the Tax Receivable Agreement, see “Business—Tax Receivable Agreement.”

·                  RMR Trust and our Founders entered into lock up and registration rights agreements with each of the Managed REITs in which they agreed not to transfer the shares of the Managed REITs received in the Up-C Transaction for a period of ten years and the Managed REITs granted them certain registration rights, in both cases subject to certain limited exceptions.

As a result of the Up-C Transaction, RMR LLC became our subsidiary, we became the sole managing member of RMR LLC and the Managed REITs acquired direct economic interests in us (and thereby indirect economic interests in RMR LLC) as follows:

Economic Interests

Managed REIT

Direct economic interest in RMR Inc.

Indirect economic interest in RMR LLC

GOV

9.6%

5.0%

HPT

31.4%

16.2%

SIR

19.8%

10.2%

SNH

33.0%

17.0%

After the Up-C Transaction and continuing through the date hereof, RMR Trust owns 1,000,000 of our Class B-1 Common Shares and 15,000,000 of our Class B-2 Common Shares which are paired with the 15,000,000 class A membership units of RMR LLC owned by RMR Trust. As a result of this ownership, RMR Trust owns a combined 51.6% direct and indirect economic interest in RMR LLC and controls 91.4% of the voting power of the outstanding shares of RMR Inc. RMR Trust is owned by our Founders.

As part of the Up-C Transaction, each Managed REIT agreed to distribute to its shareholders approximately half of the Class A Common Shares it received in the Up-C Transaction and we agreed to file the registration statement of which this prospectus is a part to facilitate the Distribution and to seek a listing of our outstanding Class A Common Shares on a national securities exchange. GOV owns 27.9% of SIR’s outstanding common shares, and GOV has determined to retain the 441,056 Class A Common Shares that it will receive from SIR in the Distribution. Accordingly, the number of our Class A Common Shares and the economic interests which will be retained by each of the Managed REITs and distributed to their shareholders will be as follows:

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DIRECT DIAL

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DIRECT FAX

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margaret.cohen@skadden.com

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

500 BOYLSTON STREET

BOSTON, MASSACHUSETTS 02116-3740

TEL: (617) 573-4800

FAX: (617) 573-4822

www.skadden.com

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November 2, 2015

VIA EDGAR AND OVERNIGHT COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tom Kluck, Legal Branch Chief, Office of Real Estate and Commodities

Re:                             The RMR Group Inc.

Registration Statement on Form S-1

Filed October 14, 2015

CIK No. 0001644378

Dear Mr. Kluck:

On behalf of The RMR Group Inc. (the “Company”), we are responding to comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) in your letter dated October 29, 2015 in connection with the above captioned registration statement (the “Registration Statement”). In connection with these responses, on behalf of the Company, we are filing via EDGAR a complete copy of the Amendment No. 1 to the Registration Statement on Form S-1 (as so amended, the “Amended Registration Statement”). For the convenience of the Staff, we also sent to you a paper copy of this letter and clean and marked copies of the Amended Registration Statement.

United States Securities and Exchange Commission

November 2, 2015

Page 2

Your first two numbered comments with respect to the Registration Statement are reproduced below in italicized text. The Company’s responses thereto are set forth immediately following the reproduced comment to which they relate. All references to page numbers in the Company’s responses are to the page numbers in the prospectus included as part of the Amended Registration Statement.  Capitalized terms used herein without definition have the meanings given in such prospectus.

Risk Factors, page 13

1.                                      Please include risk factor disclosure regarding conflicts of interest related to the Up-C Transaction.

Response:  In response to the Staff’s comment, the Company has added disclosure to page 23 of the prospectus.

The Up-C Transaction, page 31

2.                                      We note your response to comment 2 and your revised disclosure on page 31 that states “for a purchase price based on 48.4% of the amount of the termination fees provided under the management agreements….”  Please tell us the amount of the termination fees and how they were calculated.

Response: The Founders’ proposal was based upon the management agreements between RMR LLC and each Managed REIT, as then in effect.

·                  Each business management agreement then provided for a termination fee calculated as the average of the monthly management fee, including allocated internal audit costs, payable for the past 24 calendar months, annualized and then multiplied by 2.75.

·                  Each property management agreement then provided for a termination fee calculated as the average of the monthly property management fee payable for the prior 6 calendar months, annualized and then multiplied by 1.0.

The Founders proposed that the termination fee calculation for the purpose of each Managed REIT’s acquisition of an economic interest in RMR LLC be based upon the termination multiples in the business and property management agreements, as then in effect, (i.e., 2.75x for business management and 1.0x for property management) applied to the most recent annualized monthly installment of business and property management fees, after giving effect to any announced acquisitions or dispositions by the Managed REIT at the time of the completion of the Up-C Transaction.  Accordingly:

·                  The Company calculated an adjusted business management and property management fee for each Managed REIT for the month of May 2015, which represented actual fees for May 2015 from the business and property management agreements adjusted for the impact of any acquisitions or

United States Securities and Exchange Commission

November 2, 2015

Page 3

dispositions that had been announced by the Managed REITs at the time of the Up-C Transaction.

·                  The Company then annualized the adjusted business management fees for May 2015 for each Managed REIT and multiplied the annualized amount by 2.75 years.  The Company also annualized the adjusted property management fees for May 2015 for each respective REIT and multiplied the annualized amount by 1.0 year.

These calculations resulted in the following amounts:

Adjusted
   Annual
   Business
   Management
   Agreement
   Fees

Adjusted
   Business
   Management
   Agreement
   Termination
   Fees
   (2.75x)

Adjusted
   Property
   Management
   Agreement
   Termination
   Fees
   (1.0x)

Total Adjusted
   Termination
   Fees

Purchase Price
   for 48.4%
   Indirect
   Interest in
   RMR LLC

HPT

$

42,033,853

$

115,593,096

$

40,928

$

115,634,024

$

57,817,012

SNH

40,579,388

111,593,316

9,884,843

121,478,159

60,739,080

SIR

22,325,172

61,394,223

11,566,838

72,961,061

36,480,531

GOV

10,329,403

28,405,859

7,101,415

35,507,274

17,753,637

Total

$

172,790,260

In order to more clearly describe the Founders’ proposal, we have revised the disclosure on page 32 of the prospectus.

[Remainder of Page Intentionally Left Blank]

United States Securities and Exchange Commission

November 2, 2015

Page 4

If you have any questions regarding the responses to the comments of the Staff, or require additional information, please call me at (617) 573-4859.

Very truly yours,

/s/ Margaret R. Cohen

Margaret R. Cohen

cc:                                Jaime John, Accounting Branch Chief

Kristi Marrone, Staff Accountant

Sara von Althann, Attorney-Advisor

United States Securities and Exchange Commission

Matthew P. Jordan, Chief Financial Officer and Treasurer

The RMR Group Inc.

John E. Alessi

Skadden, Arps, Slate, Meagher & Flom LLP

Mailstop 3233
October 29, 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.
Registration Statement on Form S -1
Filed October 14, 2015
  File No. 333-207423

Dear Mr. Jordan :

We have reviewed your 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 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 comm ents.  Unless  we note
otherwise , our references to prior comments are to comments in our October 6, 2015  letter .

Risk Factors, page 13

1. Please include risk factor disclosure regarding conflicts of interest related to the Up -C
Transaction.

Organizational Structure

The Up -C Transaction, page 31

2. We note your response to comment 2 and your revised disclosure on page 31 that states
“for a purchase price based on 48.4% of the amount of the termination fees provided
under the management agreements . . . . ”   Please tell us the amount of the termination
fees and how they were calculated.

Matthew P. Jordan
The RMR Group Inc.
October 29, 2015
Page 2

Condensed Consolidated Balance Sheets, page F -29

3. We continue to evaluate your response to prior comments 8 and 9.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Matthew P. Jordan
The RMR Group Inc.
October 29, 2015
Page 3

 You may contact Kristi Marrone , Staff Accountant,  at (202) 551 -3429  or Jaime John,
Accounting 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) 55 1-3207 or me at (202) 551 -3233 with any other questions.

Sincerely,

 /s/ Tom K luck

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

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

500 BOYLSTON STREET

BOSTON, MASSACHUSETTS 02116-3740

TEL: (617) 573-4800

FAX: (617) 573-4822

www.skadden.com

October 14, 2015

FIRM/AFFILIATE OFFICES

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DIRECT DIAL

(617) 573-4859

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VIA EDGAR AND OVERNIGHT COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tom Kluck, Legal Branch Chief, Office of Real Estate and Commodities

Re:                             The RMR Group Inc.

Amendment No. 1 Draft Registration Statement on Form S-1

Submitted September 11, 2015

CIK No. 0001644378

Dear Mr. Kluck:

On behalf of The RMR Group Inc. (the “Company”), we are responding to comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) in your letter dated October 6, 2015 in connection with the above captioned draft registration statement (the “Draft Registration Statement”). In connection with these responses, on behalf of the Company, we are filing via EDGAR a complete copy of the Registration Statement on Form S-1 (as so amended, the  “Registration Statement”). For the convenience of the Staff, we also sent to you a paper copy of this letter and clean and marked copies of the Registration Statement.

Your numbered comments with respect to the Draft Registration Statement are reproduced below in italicized text. The Company’s responses thereto are set forth

United States Securities and Exchange Commission

October 14, 2015

Page 2

immediately following the reproduced comment to which they relate. All references to page numbers in the Company’s responses are to the page numbers in the prospectus included as part of the Registration Statement.  Capitalized terms used herein without definition have the meanings given in such prospectus.

In addition, the Company advises the Staff that the Registration Statement contains a new Company logo set forth on the front and back cover pages of the prospectus.

Organizational Structure, page 29

1.                                      In the tables, please disclose the ownership of RMR Trust.

Response: In response to the Staff’s comment, the Company has revised the tables on pages 29 and 30 of the prospectus.

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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 31 of the prospectus.

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

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 32 of the prospectus.

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.”

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 34 of the prospectus.

Dividend Policy, page 43

5.                                      We note your response to comment 12. We further note on page 48 that management 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

United States Securities and Exchange Commission

October 14, 2015

Page 3

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.

Response:  The Company advises the Staff that the approximate 23% decrease in management fees earned in the nine months ended June 30, 2015, as compared to the nine months ended June 30, 2014, is due primarily to the termination of the EQC management agreements on September 30, 2014.  The Company notes that each of SIR and SNH completed significant transactions during the nine months ended June 30, 2015 which materially increased their assets under management and market capitalizations and resulted in material increases in management fees earned from these companies.  On January 29, 2015, SIR completed the acquisition of Cole Corporate Income Trust (“CCIT”) and paid consideration of approximately $1.245 billion in cash and 28,400,000 SIR common shares to former holders of CCIT common stock.  Concurrently with the closing of this acquisition, SIR sold entities that it acquired in the CCIT transaction which own 23 healthcare properties to SNH for approximately $509.0 million in cash, plus the assumption by SNH of approximately $30.0 million of mortgage debt principal.  On May 1, 2015, SNH completed the acquisition of 37 senior living communities for an aggregate purchase price of approximately $762.6 million, excluding additional consideration of $1.4 million related to allocated debt issuance costs.  The Company advises that these transactions have resulted in material increases in management fees earned from these companies, which offset a significant portion of the decrease in management fees resulting from the termination of the EQC management agreements.

In accordance with Article 11 of Regulation S-X, the Company’s pro forma net income for the nine months ended June 30, 2015 does not adjust the Company’s historical financial statements to give effect to increased fees receivable as a result of any acquisition by a Managed REIT that closed after September 30, 2014 (including the acquisitions by SIR and SNH referenced above) for the full period presented, because those acquisitions are not directly attributable to the Up-C Transaction.

As demonstrated in the below table, the Company’s pro forma net income for the nine months ended June 30, 2015 (shown on pages 46 and 47 of the prospectus), which reflects the termination of the EQC management agreements on September 30, 2014,(1) but does not fully reflect the increase in the assets under management and market capitalizations of SIR and SNH for the full nine-month period, covers the Company’s estimated dividend for that period 1.46 times.

(1)                                 Transition services fees of $6.1 million received from EQC are recognized as management services fees in the nine month period ended June 30, 2015, as compared to management fees of $50.0 million received from EQC during the nine month period ended June 30, 2014.

United States Securities and Exchange Commission

October 14, 2015

Page 4

Nine Months Ended

June 30, 2015

(in thousands)

Pro forma net   income attributable to RMR Inc.

$

17,477

Pro forma   dividends

$

12,000

Pro forma   dividend coverage

1.46

On a pro forma EBITDA basis (the Company has no interest bearing debt), the dividend coverage is even stronger.

In these circumstances, the Company respectfully submits that the disclosure in the registration statement, including its historical statements of operations and cash flow data and unaudited pro forma statements of operations, provides investors a reasonable basis to evaluate the Company’s ability to cover the estimated dividend.  Moreover, as part of the Up-C Transaction, the Company’s management agreements with the Managed REITs were amended and extended for 20 year terms, which the Company submits has increased the stability of its management services revenues.

Condensed Consolidated Balance Sheets, page F-29

6.                                      We note from your disclosure on page 38 that 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 management 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 confirm whether the Member distribution includes amounts due to RMR Trust under the agreement disclosed on page 38.

Response:  The Company confirms that the net cash distributions to Member of $224 million reported in our Condensed Consolidated Statement of Changes in Equity includes fees paid to RMR LLC for business management, property management and advisory services provided prior to the effective date of the Up-C transaction, which were due to RMR Trust under the agreement disclosed under “Allocation of management and advisory fees” on page 38 of the prospectus.

The Company advises the Staff that annual incentive management fees in respect of calendar 2015, if any, will be determined based on a two calendar year measurement period ending December 31, 2015. As such, no incentive management fees have been paid to RMR LLC in respect of calendar 2015, nor

United States Securities and Exchange Commission

October 14, 2015

Page 5

were any recognized in the June 30, 2015 Condensed Consolidated Statement of Comprehensive Income due to the contingent, performance based nature of the  fees.  If incentive management fees are earned in respect of calendar 2015, the RMR LLC Operating Agreement provides for the payment to RMR Trust of a pro rata portion of any incentive management fees earned while RMR Trust was the sole Member of RMR LLC, which is disclosed under “Allocation of management and advisory fees” on page 38 of the prospectus.

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.

Response:  The Company advises that the Up-C Transaction was one transaction comprised of several actions that closed simultaneously and were conditions of each other.  The actions that occurred at the closing of the Up-C Transaction on June 5, 2015 included the following:

·                                          The Managed REITs delivered their common shares and cash valued at $167 million to RMR Inc.

·                                          Each Managed REIT entered into amendments to its management agreements with RMR LLC extending those agreements to 20 year terms. (2)

·                                          RMR Inc. delivered the common shares of the Managed REITs and cash valued at $167 million to RMR Trust.

·                                          RMR Trust delivered 15,000,000 Class A membership units of RMR LLC to RMR Inc.

·                                          RMR Inc. delivered 15,000,000 Class B-2 Common Shares of RMR Inc. to RMR Trust.

·                                          RMR Inc. delivered 15,000,000 Class A Common Shares to the Managed REITs.

The Company submits that the amendments to the management agreements between each Managed REIT and RMR LLC represented a significant change from the one year term of the then existing management agreements that provided RMR LLC and its parent, RMR Inc., with more secure cash flows from the Managed REITs.  The Company advises that these secure cash flows were a necessary condition for RMR Inc. to extend to the Managed REITs the economic benefits of a 48.4% economic interest in RMR LLC through the Up-C Transaction and also further strengthened and aligned the interests between RMR Inc. and the Managed REIT.  The amendments to the management agreements were an express condition to the consummation of the Up-C Transaction, as set forth in Section 6.1(c) of the Transaction Agreement with each Managed REIT.  This condition of the Up-C Transaction closing is also referenced in the recitals to the

(2)                                     RMR Trust is not a party to the amendments to the management agreements or to the management agreements.

United States Securities and Exchange Commission

October 14, 2015

Page 6

Transaction Agreements which expressly state that the amendment and restatement of the REIT’s business management and property management agreement with RMR LLC is a condition of and a material inducement to the Up-C Transaction.  The Company directs the Staff’s attention to the Transaction  Agreements filed as Exhibits 10.2 to 10.5 to the Registration Statement, respectively.

RMR Inc. recorded an asset related to the amendments to the management agreements on its consolidated balance sheet due to the following facts:

·                                          RMR Inc. owns a 51.6% economic interest in RMR LLC and RMR LLC is a majority owned consolidated subsidiary of RMR Inc.

·                                          Each amended management agreement is between a Managed REIT and RMR LLC, and RMR LLC is entitled to rights and subject to obligations under each such agreement.  RMR LLC has recorded the asset as RMR LLC will recognize the management services revenues under the amended management agreements (against which the corresponding inducement asset will be amortized).

·                                          As the parent of RMR LLC, RMR Inc.’s financial statements will reflect the benefit of the amended management agreements over their 20 year terms.

8.                                      The comment above notwithstanding, please explain to us in detail why you believe the payment of cash and shares by the Managed 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 incentive as contemplated in ASC 605-50.

Response:  The Up-C Transaction included the following deliverables by the Company:

·                                          The commitment by RMR LLC, RMR Inc.’s majority owned consolidated subsidiary, to deliver business management and property management

United States Securities and Exchange Commission

October 14, 2015

Page 7

services to the Managed REITs under amended 20-year management agreements.

·                                          The issuance of Class A Common Shares to the Managed REITs.

The Company respectfully submits that the management agreements are revenue elements, as the management services represent deliverables associated with the Company’s ongoing central operating activity.

The Company considered the scope of the provisions of ASC 605-25 Revenue Recognition — Multiple Element Arrangements, as it relates to the amended management agreements.  ASC 605-25-15-2 describes transactions subject to the guidance as:

“All deliverables (that is, products, services, or rights to use assets) within contractually binding arrangements (whether written, oral, or implied, and hereinafter referred to as arrangements) in all industries under which a vendor will perform multiple revenue-generating activities.”

The Company also considered ASC 605-25-25-

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

Mailstop 3233
August  28, 2015

Via E -mail
Matthew P. Jordan
Chief Financial Officer and Treasurer
Reit Management & Research Inc.
Two Newton Place, 255 Washington Street, Suite 300
Newton, Massachusetts 02458 -1634

Re: Reit Management & Research Inc.
Draft Registration Statement on Form S -1
Submitted July 31, 2015
 CIK No. 0001644378

Dear Mr. Jordan :

We have reviewed your 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.

General

1. Please provide us with copies of any graphics, maps, photographs, and rela ted captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securitie s Act,
whether or not they retain copies of the communications.

Matthew P. Jordan
Reit Management & Research Inc.
August  28, 2015
Page 2

 3. We note that each of the Managed REITs serving as distributing shareholders received
Class A Common Shares shares from you in connection with the Up -C Transaction that
closed in June 2015.  W e further note that each such Managed REIT agreed to distribute
half of its respective Class A Common Shares to its respective shareholders in connection
with the Up -C Transaction .  Please provide us with a detailed legal analysis of why this
offering shou ld not be considered an indirect primary offering registering shares by or on
behalf of the registrant.  Your response should provide an analysis of each of the factors
material to this determination. For guidance, please refer to Securities Act Rules
Comp liance and Disclosure Interpretations 612.09 , which is available on our website.
Alternatively, please revise your registration statement to identify the distributing
share holders as underwriters.

4. Please describe briefly in the summary and in greater de tail elsewhere in the prospectus,
the reasons for the UP -C Transaction and the Distribution, and the h istorical operations in
managing the Managed REITs .

Prospectus Cover Page

5. We note your disclosure that “[t]his prospectus does not constitute an offer t o sell or the
solicitation of an offer to buy any securities .”  Please tell us why you believe this is an
appropriate statement in light of the fact that you are registering the distribution of your
securities under the Securities Act.

Our Business Strategy, page 5

6. We note your disclosure that your clients have successfully completed over $30.0 billion
of financing in over 150 capital raising transactions since your founding in 1986.  Please
provide us with support for this statement .  Clearly mark the specific language in the
supporting materials that supports the statement. The requested information should be
filed as EDGAR correspondence or, alternatively, should be sent in paper form
accompanied by a cover letter indicating that the material is b eing provided pursuant to
Securities Act Rule 418 and that such material should be returned to the registrant upon
completion of the staff review process.

Risk Factors, page 8

7. To balance your discussion of competitive strengths  on page 5 , please  expand  your
disclosure in this section to  disclose summary risk facto rs.

Risk Factors, page 12

8. We note your risk factor on page 12 under the heading “ Substantially all of our revenues
are derived from the provision of business and property management services to our
Client Companies . . . .”  We further note your risk factor on page 13 under the heading

Matthew P. Jordan
Reit Management & Research Inc.
August  28, 2015
Page 3

 “Our management agreements with our Client Companies are subject to termination . . .
.”  To the extent material, please revise your disclosure in these risk fac tors to quantify
the percentage of your revenues that is attributable to each of your Client Companies.

Organizational Structure

Overview, page 28

9. In the diagram on page 28, please disclose any direct interest of REIT Management
Research & Research Trus t in the Managed REITs.

The Up -C Transaction, page 29

10. Please describe in greater detail the relationship between the various entities prior to the
Up-C transaction.  In addition, please provide a diagram depicting the organizational
structure prior to and/or immediately after the UP -C Transaction or advise.

11. We note your disclosure that RMR LLC issued 30,000,000 of its class A membership
units to RMR Trust, and that RMR Trust subsequently delivered 15,000,000 of its class A
membership units of RMR LLC  to you.  We further note that RMR LLC also issued
1,000,000 of its class B membership units to you.  P lease advise us  of the federal
securities law exemption from registration that is claimed  for each of the transactions
described above  and state briefly the facts relied upon to make the exemption available.

Dividend Policy, page 41

12. Please tell us whether 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.   We note, for
example, that your business and property management agreements with EQC were
terminated during 2014.

Management's Discussion and Analysis of Financial Condition and R esults of Operations

Overview, page 45

13. Please include a subsection that describes the business of RMR Intl.

Managed Operators, AIC and RMR Trust , page 47

14. Please revise your disclosure to quantify the percentage of each Managed Operator’s
respective re venues that is attributable to the Managed REITs, or advise us why you do
not think this information is material to investors.

Matthew P. Jordan
Reit Management & Research Inc.
August  28, 2015
Page 4

 Our Management Agreements with the Managed REITs

Term and Termination, page 61

15. We note your disclosure that “[t] he terms of t he business and property management
agreements with each Managed REIT end on December 31, 2035, and automatically
extend on December 31st of each year for an additional year, so that the terms thereafter
end on the 20th anniversary of the date of the exten sion.”  Please revise your disclosure
to clarify whether each extension term extends the business and property management
agreements for one year or twenty years from the date of extension.

Principal and Distributing Shareholders, page 84

16. Please revise the beneficial ownership table on page 85 to include the percent of
combined voting power held by RMR Trust, each of the directors and executive officers
included in the table, and all executive officers and directors as a group.  To the extent
that certai n officers or directors may be deemed to be the beneficial owners of common
shares held by any other entity listed in this table, please include appropriate footnote
disclosure to clarify for investors the nature of such persons’ interest.  Refer to Item 4 03
of Regulation S -K.  Additionally, we note the row titled “All executive officers and
directors as a group (11 persons)” and further note that only three officers and directors
are included in the table.  Please revise the table to reconcile these disclo sures.

Note 2. Summary of Significant Accounting Policies

Equity Method Investments, page F -8

17. We note the disclosure regarding the accounting treatment for your investments in the
Managed REITs and RIF.   We further note your disclosure on page 79 which indicates
that “until the Up -C Transaction” a portion of your management services revenue was
paid by the Managed REITs and EQC in their common shares.   Please confirm that the
amended management agreements executed in conjunction with the Up -C Transaction
did not include terms that would require or allow for payment in shares.

Note 5. Fair Value of  Financial Instruments, page F -16

18. Please explain why the liabilities associated with share based payment awards are
adjusted to fair value each reporting period.   In that regard, we note your disclosure on
page F -12 that indicates the awards of common sha res are based upon the grant date fair
value.

Matthew P. Jordan
Reit Management & Research Inc.
August  28, 2015
Page 5

 Unaudited Pro Forma Condensed Combined Financial Statements, page F -46

19. We note on page 46 that your business and property management agreements with EQC
were terminated on September 30, 2014.   We further n ote that revenue from EQC
comprised 41% of your total revenue during fiscal year 2014.   Please revise the
introductory disclosure to describe the termination of the EQC agreements and clearly
indicate that the pro forma financial statements do not reflect any adjustments related to
the termination.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments, page F -50

20. We note that adjustment F relates to the impact of the step -up in tax basis as a result of
the purchase of RMR LLC Class A membership units from RMR Trust and the Tax
Receivable Agreement.   Please confirm whether the adjustments made to your pro forma
balance sheet relate only to the 15 million Class A membership units  already purchased
from RMR Trust and clarify your disclosure accordingly.   Additionally, tell us how you
intend to account for subsequent changes in your obligation.   Finally, with respect to
future redemptions, we note your intention to apply a similar a ccounting treatment.   Tell
us the timing of when you plan to record the deferred tax asset and related liability
associated with future redemptions.

21. We note your disclosure on page F -27 which indicates that you delivered to RMR Trust
the shares and ca sh which had been contributed to you by the Managed REITs in
exchange for 15 million of your Class A common shares.   Based upon adjustment G, it
appears that you intend to record a $194 million asset related to the consideration
received from the Managed R EITs.   Please provide to us your basis for recording this
asset given that the cash and shares were delivered to RMR Trust.   Additionally, provide
us with a detailed analysis of how you calculated the relative fair values of the new
management agreement an d the Class A common shares issued to the Managed REITs.

Item 15. Recent Sales of Unregistered Securities, page II -2

22. Please revise your disclosure in this section to include the date of each issuance described
herein.  Refer to Item 701 of Regulation S-K.

Matthew P. Jordan
Reit Management & Research Inc.
August  28, 2015
Page 6

 You may contact Kristi Marrone , Staff Accountant,  at (202) 551 -3429  or Jennifer
Monick, Assistant Chief Accountant,  at (202) 551 -3295  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.

Sincerely,

 /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